{"id":41811,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2830-de-la-cruz-boulevard-santa-clara-ca-airport-technology.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2830-de-la-cruz-boulevard-santa-clara-ca-airport-technology","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/2830-de-la-cruz-boulevard-santa-clara-ca-airport-technology.html","title":{"rendered":"2830 De La Cruz Boulevard (Santa Clara, CA) Airport Technology Park Lease &#8211; WB Airport Technology LLC and Macrovision Corp."},"content":{"rendered":"<pre>                             AIRPORT TECHNOLOGY PARK\n\n                                      LEASE\n\n                                     BETWEEN\n\n                          WB AIRPORT TECHNOLOGY, L.L.C.\n\n                                  (\"LANDLORD\")\n\n                                       AND\n\n                             MACROVISION CORPORATION\n\n                                   (\"TENANT\")\n\n\n\n                                          TABLE OF CONTENTS\n\n                                                                           PAGE\n\nARTICLE 1 TERM...............................................................1\nARTICLE 2 POSSESSION.........................................................2\nARTICLE 3 RENT...............................................................3\nARTICLE 4 RENTAL ADJUSTMENT..................................................4\nARTICLE 5 SECURITY DEPOSIT...................................................7\nARTICLE 6 USE................................................................8\nARTICLE 7 NOTICES............................................................9\nARTICLE 8 BROKERS...........................................................10\nARTICLE 9 HOLDING OVER; SURRENDER...........................................10\nARTICLE 10 TAXES ON TENANT'S PROPERTY.......................................11\nARTICLE 11 CONDITION OF PREMISES............................................12\nARTICLE 12 ALTERATIONS......................................................12\nARTICLE 13 REPAIRS..........................................................13\nARTICLE 14 LIENS............................................................15\nARTICLE 15 ENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD................16\nARTICLE 16 UTILITIES AND SERVICES...........................................16\nARTICLE 17 BANKRUPTCY.......................................................17\nARTICLE 18 INDEMNIFICATION..................................................17\nARTICLE 19 DAMAGE TO TENANT'S PROPERTY......................................18\nARTICLE 20 TENANT'S INSURANCE...............................................18\nARTICLE 21 DAMAGE OR DESTRUCTION............................................19\nARTICLE 22 EMINENT DOMAIN...................................................21\nARTICLE 23 DEFAULTS AND REMEDIES............................................22\nARTICLE 24 ASSIGNMENT AND SUBLETTING........................................25\nARTICLE 25 SUBORDINATION; MORTGAGEE PROTECTION..............................28\nARTICLE 26 ESTOPPEL CERTIFICATE.............................................29\nARTICLE 27 SIGNAGE..........................................................29\nARTICLE 28 RULES AND REGULATIONS............................................30\nARTICLE 29 CONFLICT OF LAWS.................................................30\nARTICLE 30 SUCCESSORS AND ASSIGNS...........................................30\nARTICLE 31 SURRENDER OF PREMISES............................................31\nARTICLE 32 ATTORNEYS' FEES..................................................31\nARTICLE 33 PERFORMANCE BY TENANT............................................31\nARTICLE 34 INTENTIONALLY OMITTED............................................32\nARTICLE 35 DEFINITION OF LANDLORD...........................................32\nARTICLE 36 WAIVER...........................................................32\nARTICLE 37 INTENTIONALLY OMITTED............................................32\nARTICLE 38 PARKING..........................................................32\nARTICLE 39 TERMS AND HEADINGS...............................................33\nARTICLE 40 EXAMINATION OF LEASE.............................................33\n\n\n\nARTICLE 41 TIME.............................................................34\nARTICLE 42 PRIOR AGREEMENT:  AMENDMENTS.....................................34\nARTICLE 43 SEPARABILITY.....................................................34\nARTICLE 44 RECORDING........................................................34\nARTICLE 45 CONSENTS.........................................................34\nARTICLE 46 LIMITATION ON LIABILITY..........................................34\nARTICLE 47 RIDERS...........................................................35\nARTICLE 48 EXHIBITS.........................................................35\nARTICLE 49 MODIFICATION FOR LENDER..........................................35\nARTICLE 50 CHILDCARE FACILITY...............................................36\nARTICLE 51 HAZARDOUS MATERIALS..............................................36\n\n\n\n                                LIST OF EXHIBITS\n\nEXHIBIT A                                The Premises\n\nEXHIBIT B                                The Project\n\nEXHIBIT C                                Form of Estoppel Certificate\n\nEXHIBIT D                                Work Letter Agreement\n\nEXHIBIT E                                Commencement Date Memorandum\n\nEXHIBIT F                                Parking Diagram\n\n   The exhibits attached hereto are incorporated into and made a part of this\n                                     Lease.\n\n\n\n                             AIRPORT TECHNOLOGY PARK\n\n      THIS LEASE is made as of August 2, 2001, by and between WB AIRPORT\nTECHNOLOGY, L.L.C., a Delaware limited liability company (\"Landlord\"), and\nMACROVISION CORPORATION, a Delaware corporation (\"Tenant\").\n\n      Landlord hereby leases to Tenant and Tenant hereby leases from Landlord\nthat certain office building located at 2830 De La Cruz Boulevard, Santa Clara,\nCalifornia (the \"Premises\") outlined on the floor plan attached hereto and\nmarked EXHIBIT A, the Premises being agreed, for the purposes of this Lease, to\nhave an area of approximately 86,785 rentable square feet, and part of a 5\nbuilding complex (the \"Project\") more particularly described in EXHIBIT B\nattached hereto. The Project contains approximately 295,271 square feet of space\n(subject to adjustment by the Landlord).\n\n      Landlord and Tenant agree that said letting and hiring is upon and subject\nto the terms, covenants and conditions herein set forth. Landlord and Tenant\ncovenant, as a material part of the consideration for this Lease, to keep and\nperform each and all of said terms, covenants and conditions for which each is\nrespectively liable and that this Lease is made upon the condition of such\nperformance.\n\n      Prior to the Commencement Date (as defined in Article 1.1.4 below)\nLandlord shall use diligent efforts to construct on the Premises the tenant\nimprovements (the \"Tenant Improvements\") substantially in accordance with the\nspecifications and layout set forth on EXHIBIT D (the \"Work Letter\") attached\nhereto.\n\nARTICLE 1\nTERM\n\n            1.1 Commencement Date. The term of this Lease shall be for 120\nmonths (\"Lease Term\"), commencing on the Commencement Date, unless sooner\nterminated as hereinafter provided or extended as provided in Article 52.\n\n            1.1.1 On and after the Commencement Date, the Lease shall continue\nin full force and effect for the period of time specified as the Term or until\nthis Lease is terminated as otherwise provided herein. Within five (5) business\ndays after Landlord informs Tenant that the Commencement Date has been\ndetermined, Tenant shall execute a Commencement Date Memorandum substantially in\nthe form attached hereto as Exhibit E acknowledging, among other things, the (a)\nCommencement Date, (b) scheduled termination date of this Lease and (c) Tenant's\nacceptance of the Premises. The Tenant's failure to execute the Commencement\nDate Memorandum shall not affect Tenant's liability hereunder.\n\n            1.1.2 Reference in this Lease to a \"Lease Year\" shall mean each\nsuccessive twelve month period commencing with the Commencement Date.\n\n\n\n            1.1.3 Landlord and Tenant estimate that the Commencement Date shall\nbe approximately January 1, 2002, but such estimate is not and shall not be\ndeemed to be a covenant, representation or warranty by Landlord that Premises\nshall be ready for Tenant's occupancy on such date.\n\n            1.1.4 The Lease Term shall commence on the date (the \"Commencement\nDate\") that is the earlier of:\n\n            (a) the date on which the Premises are Substantially Complete (as\nhereinafter defined) (provided that if the Premises are Substantially Complete\nprior to January 1, 2002, the Commencement Date shall not commence until January\n1, 2002, unless it commences earlier pursuant to Section 1.1.4(b)); or\n\n            (b) the date that Tenant opens for business in the Premises.\n\n            The Premises shall be deemed to be \"Substantially Complete\" (subject\nto the completion of so-called \"punch list items\") on the earliest of the date\non which: (1) Tenant first occupies all or any portion of the Premises (provided\nthat Tenant's use of its own personnel or sub-contractors to set up equipment\nshall not constitute occupation) or (2) the Tenant Improvements pursuant to the\nWork Letter are complete and a certificate of occupancy (or a reasonably\nsubstantial equivalent such as a signoff from a building inspector or a\ntemporary certificate of occupancy) is issued for the Premises. If the date of\nSubstantial Completion was delayed by Delays Caused by Tenant (as defined in the\nWork Letter Agreement), then the date of Substantial Completion for purposes of\ndetermining the Commencement Date of this Lease shall be the date on which\nSubstantial Completion would have been achieved but for such Delays Caused by\nTenant. Nothing in this Lease requires the Tenant to commence paying Rent or\nrelated occupancy expenses prior to January 1, 2002 unless Tenant opts to occupy\nthe Premises or open for business in the Premises before such date.\n\nARTICLE 2\nPOSSESSION\n\n      2.1 Lease in Full Force and Effect. Tenant agrees that, if Landlord is\nunable to deliver possession of the Premises to Tenant on the scheduled\nCommencement Date, this Lease shall not be void or voidable, nor shall Landlord\nbe liable to Tenant for any loss or damage resulting therefrom, but in such\nevent the Lease Term shall not commence until the Commencement Date. If the\nCommencement Date does not commence on or before May 1, 2002 (the \"Cut-off\nDate\"), Tenant may terminate this Lease by providing Landlord written notice\nthereof on or before May 31, 2002, in which event neither Landlord nor Tenant\nshall have any liability hereunder; provided however, that any delay caused by\nforce majeure or Delays Caused by Tenant (as defined in the Work Letter\nAgreement), shall result in a day-for-day extension of the Cut-off Date.\n\n      2.2. Acceptance by Tenant. Subject to Landlord completing its obligations\nunder the Work Letter (which shall be deemed accepted by Tenant by Tenant's\nexecuting the\n\n\n                                       2\n\n\nCommencement Date Memorandum or taking possession of the Premises), Tenant has\ndetermined that the Premises are acceptable for Tenant's use and Tenant\nacknowledges that neither Landlord nor any broker or agent has made any\nrepresentations or warranties other than as are specifically set forth in\nArticle 11 of this Lease in connection with the physical condition of the\nPremises or their fitness for Tenant's use upon which Tenant has relied directly\nor indirectly for any purpose. Except as expressly provided to the contrary in\nthis Lease, Landlord shall not be required to make any expenditure, incur any\nobligation, or incur any liability of any kind whatsoever in connection with\nthis Lease or the ownership, construction, maintenance, operation or repair of\nthe Premises or the Project. Tenant's possession of the Premises during the\nperiod of time, if any, prior to the Commencement Date, shall be subject to all\nthe provisions of this Lease and shall not advance the expiration date. Rent\nshall be paid for such period at the rate stated in Article 3, prorated on the\nbasis of a thirty (30) day month, and shall be due and payable to Landlord on or\nbefore the Commencement Date.\n\nARTICLE 3\nRENT\n\n      3.1 Rent. Tenant shall pay to Landlord, in lawful money of the United\nStates of America, at the address of Landlord designated on the signature page\nof this Lease or to such other person or at such other place as Landlord may\nfrom time to time designate in writing, the monthly base rent (the \"Base Rent\")\nin advance, without notice, demand, offset or deduction, on the first day of\neach calendar month. Tenant shall pay the first month's Base Rent on the date\nTenant executes this Lease and shall continue to pay the Base Rent on the first\nday of each month thereafter (subject to adjustment as hereinafter provided) as\nfollows:\n\n     Months of Term       Base Rent\/Per Month\n     --------------       -------------------\n\n          1-12                $195,266.25\n         13-24                $203,076.90\n         25-36                $211,199.98\n         37-48                $219,647.98\n         49-60                $228,433.89\n         61-72                $237,571.25\n         73-84                $247,074.10\n         85-96                $256,957.06\n         97-108               $267,235.35\n        109-120               $277,924.76\n\nIf the Term commences or ends on a date other than the first or last day of a\nmonth, Base Rent shall be prorated on the basis of a thirty (30) day month.\nTenant shall pay Landlord the Rent (as hereinafter defined) due under this Lease\nwithout any deduction or offset whatsoever by Tenant, foreseeable or\nunforeseeable.\n\n\n                                       3\n\n\n      3.2 Additional Rent. In addition to the Base Rent, Tenant agrees to pay as\nadditional rental (the \"Additional Rent\" and together with the Base Rent, the\n\"Rent\") the amount of rental adjustments and all other charges required by this\nLease. All sums other than the Base Rent that Tenant is obligated to pay under\nthis Lease will be Additional Rent, whether or not such sums are designated as\nAdditional Rent.\n\n      3.3 Late Charge and Interest. Tenant acknowledges and agrees that the late\npayment of any Rent will cause Landlord to incur additional costs, including\nadministration and collection costs, processing and accounting expenses, and\nincreased debt service (the \"Delinquency Costs\"). If Landlord has not received\nany installment of Rent within five (5) days of the date when due, Tenant shall\npay a late charge (the \"Late Charge\") equal to five percent (5%) of the\ndelinquent amount. Tenant agrees that the Late Charge represents a reasonable\nestimate of the Delinquency Costs that will be incurred by Landlord. In\naddition, Tenant shall pay interest on all delinquent amounts from five (5) days\nafter the date the amount was due until the date the amount is paid in full at a\nrate per annum (the \"Applicable Interest Rate\") equal to the lesser of (a) the\nmaximum interest rate permitted by law or (b) three percent (3%) above the\nreference rate (the \"Reference Rate\") publicly announced by Bank of America, NA.\n(or if Bank of America, NA. ceases to exist, the largest bank then headquartered\nin the State of California) (the \"Bank\"). If the Bank discontinues use of the\nReference Rate, then the term \"Reference Rate\" will mean the announced rate\ncharged by the Bank, from time to time instead of the Reference Rate. Landlord\nand Tenant agree that it is difficult to ascertain the damage that Landlord will\nsuffer as a result of the late payment of any Rent and that the Late Charge and\ninterest are the best estimates of the damage that Landlord will suffer in the\nevent of late payment. If a Late Charge becomes payable for any two (2)\ninstallments of Rent within any twelve (12) month period, then all Rent will\nautomatically become due and payable quarterly in advance, until such time as\nTenant shall have been current in such obligations for two (2) consecutive\nyears, at which point monthly payments shall resume.\n\nARTICLE 4\nRENTAL ADJUSTMENT\n\n      4.1 Rental Adjustment.\n\n      (a) For the purpose of this Lease, the following terms are defined as\nfollows:\n\n            (i) Tenant's Percentage. That portion of the Project occupied by\nTenant divided by the total rentable square footage of the Project, which result\nis the following, as of the date hereof, subject to adjustment by Landlord in\naccordance with the terms of this Lease: 29.39%. Tenant acknowledges and agrees\nthat Landlord may elect to sell one or more of the buildings within the Project\nand that upon any such sale, or upon any other event that causes the square\nfootage of the Premises or the Project to change, Tenant's pro-rata share of\nthose Direct Expenses allocated to the outside areas of the Project may be\nadjusted accordingly by Landlord.\n\n            (ii) Direct Expenses. The term \"Direct Expenses\" shall include\n\"Taxes\" (as hereinafter defined) and \"Operating Expenses\" (as hereinafter\ndefined).\n\n\n                                       4\n\n\n                  (A) \"Taxes\" means the sum of any and all real and personal\nproperty taxes and assessments, possessory-interest taxes, business or license\ntaxes or fees, service payments in lieu of such taxes or fees, annual or\nperiodic license or use fees, excises, transit and traffic charges, housing fund\nassessments, open space charges, childcare fees, school, sewer and parking fees\nor any other assessments, levies, fees, exactions or charges, general and\nspecial, ordinary and extraordinary, unforeseen as well as foreseen (including\nfees \"in-lieu\" of any such tax or assessment) which are assessed, levied,\ncharged, conferred or imposed by any competent public authority upon the Project\n(or any real property comprising any portion thereof) or its operations,\ntogether with all taxes, assessments or other fees imposed by any competent\npublic authority upon or measured by any Rent or other charges payable\nhereunder, including any gross receipts tax or excise tax levied by any\ngovernmental authority with respect to receipt of rental income, or upon, with\nrespect to or by reason of the development, possession, leasing, operation,\nmanagement, maintenance, alteration, repair, use or occupancy by Tenant of the\nPremises or any portion thereof, or documentary transfer taxes upon this\ntransaction or any document to which Tenant is a party creating or transferring\nan interest in the Premises, together with any tax imposed in substitution,\npartially or totally, of any tax previously included within the aforesaid\ndefinition or any additional tax the nature of which was previously included\nwithin the aforesaid definition, together with any and all reasonable costs and\nexpenses (including, without limitation, attorneys, administrative and expert\nwitness fees and costs) of challenging any of the foregoing or seeking, the\nreduction in or abatement, redemption or return of any of the foregoing, but\nonly to the extent of any such reduction, abatement, redemption or return. All\nreferences to Taxes during a particular year shall be deemed to refer to taxes\naccrued during such year, including supplemental tax bills regardless of when\nthey are actually assessed and without regard to when such taxes are payable.\nThe obligation of Tenant to pay for supplemental taxes shall survive the\nexpiration or earlier termination of this Lease. Tenant's obligations for Taxes\nfor the last full and\/or partial year(s) of the Term shall survive the\nexpiration or early termination of the Lease.\n\n                  (B) \"Operating Expenses\" means the total costs and expenses\nincurred by Landlord in the operation, maintenance, repair and management of the\nProject and the Common Area (as hereinafter defined) and the Premises,\nincluding, but not limited to, (a) cleaning of, repairs to and maintenance of\nthe roof (and roof membrane), skylights and exterior walls of the Premises\n(provided that capital expenses relating to such items shall be governed by\nclause (h) of this paragraph (B)); (b) cleaning, maintenance, repair,\nreplacement, utility costs and landscaping of the walkways, landscaped areas,\ndriveways necessary for access to the Premises, parking areas (including\nsweeping, striping and slurry coating), and other common facilities designated\nby Landlord from time to time for the common use of all tenants of the Project\n(the \"Common Area\"), common driveways, outdoor lighting, walkways, landscaping,\nand other costs which are allocable to the Project or the real property of which\nthe Premises are a part including any costs under the terms of any recorded\ncovenants affecting the real property or the Project; (c) the costs and premiums\nrelating to the insurance maintained by Landlord with respect to the Project\n(including, without limitation, any increases in the costs and premiums of any\nfire, extended coverage or any other insurance policy covering the Premises\nand\/or Project and\/or property located therein resulting from the actions of\nTenant); (d) service and maintenance contracts for, and the repair and\nreplacement of, the heating, ventilation and air-conditioning (HVAC) systems and\nelevators, if any, and maintenance, repair, replacement,\n\n\n                                       5\n\n\nmonitoring and operation of the fire\/life safety system, (e) service and\nmaintenance contracts for security, cleaning, janitorial and landscaping\nservices (all as to the Common Areas only, unless Landlord exercises its right\nto perform such services with respect to the Premises, such right not to arise\nunless and until Tenant has failed to perform such obligations, Landlord has\ngiven Tenant not less than five (5) days written notice of Landlord's intent to\nperform such services and Tenant has not cured such failure within such five (5)\nday period, provided that no such notice shall be required in the event of an\nemergency); (f) trash collection (as to the Common Area only, unless Landlord\nexercises its right to perform such services with respect to the Premises) (g)\nthe portion of wage and labor costs related to services rendered in connection\nwith the Project, including fringe benefits, applicable to persons engaged in\nthe operation, maintenance and repair of the Project as Landlord's agents or as\nindependent contractors; (h) in the event Landlord reasonably elects or is\nrequired to make any of the following kinds of capital improvements to the\nProject: (i) capital improvements required to be constructed in order to comply\nwith any applicable laws, statutes, codes, ordinances, orders, rules,\nregulations, conditions of approval and requirements of all federal, state,\ncounty, municipal and governmental authorities and all administrative or\njudicial orders or decrees and all permits, licenses, approvals and other\nentitlements issued by governmental entities, and rules of common law, relating\nto or affecting the Project or the Premises or the use or operation thereof,\nwhether now existing or hereafter enacted, including, without limitation, the\nAmericans with Disabilities Act of 1990, 42 USC 12111 et seq. (the \"ADA\") as the\nsame may be amended from time to time, all Environmental Laws (as hereinafter\ndefined), and any CC&amp;Rs (as hereinafter defined), or any corporation, committee\nor association formed in connection therewith, or any supplement thereto\nrecorded in any official or public records with respect to the Project or any\nportion thereof (collectively, \"Applicable Laws\"); (ii) modification of existing\nor construction of additional capital improvements or building service equipment\nfor the purpose of reducing the consumption of utility services or Operating\nExpenses of the Project, but limited to the extent such modifications result in\ncost savings; (iii) replacement of capital improvements or building service\nequipment existing as of the date hereof when required because of normal wear\nand tear; and (iv) restoration of any part of the Project that has been damaged\nby any peril to the extent the cost thereof is not covered by insurance proceeds\nactually recovered by Landlord; provided further that such capital improvements\nshall be amortized over the useful life of such capital improvement, together\nwith interest on the unamortized balance at three percent (3%) above the\nReference Rate over the useful life of the improvement; (i) any and all costs\nassociated with Landlord's obligations as set forth in Article 13.2 herein; and\n(j) any other costs incurred by Landlord related to the Project as a whole.\nOperating Expenses shall include all costs and fees incurred by Landlord in\nconnection with the management of this Lease and the Premises including the cost\nof those services which are customarily performed by a property management\nservices company, whether performed internally or through an outside management\ncompany. Direct Expenses shall not include increased expenses resulting from the\nacts of tenants of the Project other than Tenant, including but not limited to\nincreased ADA compliance costs, increases in Landlord's insurance costs caused\nsolely by other tenants of the Project, liens, increased tax assessments or tax\npenalties, to the extent such increased costs are the responsibility of such\nother tenants and the cost of tenant improvements or assessments placed against\nthe Project by any governmental agency as a result of a new tenant taking\npossession or making such tenant improvements, in each case to the extent such\nother tenant(s) is (are) liable\n\n\n                                       6\n\n\nfor such amounts. Additionally, Direct Expenses shall only include expenses\nrelating to maintenance or repair of buildings in the Project other than the\nbuilding located on the Premises if and to the extent that such expenses are\nallocated on a consistent basis to tenants of the Project based on their\nrespective percentage interests in the Project (and without regard to whether\nsuch buildings are vacant, occupied or under lease).\n\n      (b) Payment of Direct Expenses.\n\n            (i) Tenant shall pay 100% of all Direct Expenses which Landlord\ndetermines are attributable to the Premises as Additional Rent. Additionally,\nTenant shall pay Tenant's Percentage of all Direct Expenses which Landlord\ndetermines are attributable to the balance of the Project (and for which no\nother tenant in the Project is 100% responsible) as Additional Rent.\n\n            (ii) Intentionally Omitted.\n\n            (iii) As soon as possible after the end of each calendar year,\nLandlord shall provide Tenant with a detailed statement showing the amount of\nTenant's Percentage of Direct Expenses and the amount of Landlord's Estimate\nactually paid by Tenant. If Tenant so requests, Landlord shall provide copies of\nactual invoices pertaining to these expenses. Thereafter, Landlord shall\nreconcile the above amounts and shall either bill Tenant for the balance due\n(payable on demand by Landlord) or credit any overpayment by Tenant towards the\nnext monthly installment of Landlord's Estimate falling due, as the case may be.\n\n      (c) Tenant's obligation to pay Tenant's Percentage of Direct Expenses\nshall survive the expiration or termination of this Lease. Tenant's Percentage\nof Direct Expenses shall be paid by Tenant when due even though the Term has\nexpired and\/or Tenant has vacated the Premises, when the final determination is\nmade of Tenant's Percentage of Direct Expenses for the year in which this Lease\nterminates, Tenant shall immediately pay any increase due over the estimated\nexpenses paid and, conversely, any overpayment made in the event said expenses\ndecrease shall be promptly rebated by Landlord to Tenant.\n\nARTICLE 5\nSECURITY DEPOSIT\n\n      Upon execution of this Lease, Tenant has deposited with Landlord the sum\nof $277,924.00 (the \"Security Deposit\"). The Security Deposit shall be held by\nLandlord as security for the full and faithful performance by Tenant of all of\nTenant's obligations hereunder. If Tenant defaults with respect to any provision\nof this Lease, including but not limited to the provisions relating to the\npayment of Rent, Landlord may, but shall not be required to, use, apply or\nretain all or any part of this Security Deposit for the payment of any Rent or\nany other sum in default, or for the payment of any other amount which Landlord\nmay spend or become obligated to spend by reason of Tenant's default or to\ncompensate Landlord for any other loss or damage which Landlord may suffer by\nreason of Tenant's default. If any portion of the Security Deposit is so used or\napplied, Tenant shall, upon written demand from Landlord, deposit cash with\nLandlord in an amount sufficient to restore the Security Deposit to its original\namount. Tenant's failure to do so shall be a material breach of this Lease.\nLandlord shall not be required to keep\n\n\n                                       7\n\n\nthe Security Deposit separate from its general funds, and Tenant shall not be\nentitled to interest on the Security Deposit. If Tenant shall fully and\nfaithfully perform all of its obligations under this Lease, and if Tenant is not\nin default under this Lease, the Security Deposit or any balance thereof shall\nbe promptly returned to Tenant (or, at Landlord's option, to the last assignee\nof Tenant's interests hereunder) after the expiration of the Term and after\nLandlord after such time as any amount due from Tenant in accordance with\nArticle 4 hereof has been determined and paid in full.\n\nARTICLE 6\nUSE\n\n      Tenant shall use the Premises for general office space and research and\ndevelopment facilities together with other legally permitted uses (the\n\"Permitted Use\") which have been approved by Landlord and are consistent with\nall City of Santa Clara ordinances and other uses in the Project and Tenant\nshall not use or permit the Premises to be used for any other purpose without\nLandlord's prior written consent. Nothing contained herein shall be deemed to\ngive Tenant any exclusive right to such use in the Project. Tenant shall not use\nor occupy the Premises in violation of law or of the certificate of occupancy\nissued for the Premises or Project, and shall, upon written notice from\nLandlord, discontinue any use of the Premises which is declared by any\ngovernmental authority having jurisdiction to be a violation of law or of said\ncertificate of occupancy. Tenant shall comply with any direction of any\ngovernmental authority having jurisdiction which shall, by reason of the nature\nof Tenant's use or occupancy of the Premises, impose any duty upon Tenant or\nLandlord with respect to the Premises or with respect to the use or occupation\nthereof. Tenant shall not do or permit to be done anything which will invalidate\nor increase (unless Tenant compensates Landlord for such increase in insurance\nrates as part of Direct Expenses) the cost of any fire, extended coverage or any\nother insurance policy covering the Premises and\/or Project and\/or property\nlocated therein and shall comply with all rules, orders, regulations and\nrequirements of the Insurance Service Offices, formerly known as the Pacific\nFire Rating Bureau or any other organization performing a similar function.\nTenant shall promptly, upon written demand, reimburse Landlord for any\nadditional premium charged for such policy solely by reason of Tenant's failure\nto comply with the provisions of this Article. Tenant shall not do or permit\nanything to be done in or about the Premises which will in any way obstruct or\ninterfere with the rights of other tenants or occupants of the Project, or\ninjure or annoy them, or use or allow the Premises to be used for any improper,\nimmoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or\npermit any nuisance in, on or about the Premises. Tenant shall not commit or\nsuffer to be committed any waste in or upon the Premises. Tenant's use of the\nPremises shall be subject to and Tenant shall comply with any recorded\ncovenants, conditions and restrictions (\"CC&amp;Rs\") now in place or those customary\nCC&amp;Rs which are hereinafter recorded which do not unreasonably interfere with\nTenant's use of the Premises, as the same may be amended from time to time, and\nall Applicable Laws. Tenant acknowledges that there have been and may be from\ntime to time recorded easements and\/or declarations granting or declaring\neasements for parking, utilities, fire or emergency access, and other matters.\nTenant's use of the Premises shall be subject to and Tenant shall comply with\nany and all such easements and declarations. Tenant's use of the Premises shall\nbe subject to such guidelines as may from time to time be prepared by Landlord\nin its sole but reasonable\n\n\n                                       8\n\n\ndiscretion. Tenant acknowledges that governmental entities with jurisdiction\nover the Project may, from time to time promulgate laws, rules, plans and\nregulations affecting the use of the Premises, including, but not limited to,\ntraffic management plans and energy conservation plans. Tenant's use of the\nProject shall be subject to and Tenant shall comply with any and all such laws,\nrules, plans, and regulations. Tenant, at its sole cost, shall comply with any\nand all federal, state or local environmental, health and\/or safety-related\nlaws, regulations, standards, decisions of courts, ordinances, rules, codes,\norders, decrees, directives, guidelines, permits or permit conditions, currently\nexisting and as amended, enacted, issued or adopted in the future which are or\nbecome applicable to Tenant's use of the Premises, the Common Area or the\nProject (\"Environmental Laws\"). If Tenant does store, use or dispose of any\n\"Hazardous Materials\" (as hereinafter defined), Tenant shall notify Landlord in\nwriting at least ten (10) days prior to their first appearance on the Premises.\nAs used herein, \"Hazardous Materials\" means any chemical, substance, material,\ncontrolled substance, object, condition, waste, living organism or combination\nthereof, whether solid, semi solid, liquid or gaseous, which is or may be\nhazardous to human health or safety or to the environment due to its\nradioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity,\ncarcinogenicity, mutagenicity, phytotoxicity, infectiousness or other harmful or\npotentially harmful properties or effects, including, without limitation,\npetroleum and petroleum products, asbestos, radon, polychlorinated biphenyls\n(PCBs), refrigerants (including those substances defined in the Environmental\nProtection Agency's \"Refrigerant Recycling Rule,\" as amended from time to time)\nand all of those chemicals, substances, materials, controlled substances,\nobjects, conditions, wastes, living organisms or combinations thereof which are\nnow or become in the future listed, defined or regulated in any manner by any\nEnvironmental Law based upon, directly or indirectly, such properties or\neffects. In no event shall Tenant be liable for any damages resulting from a\npre-existing hazardous condition (whether or not uncovered by Tenant's due\ndiligence inspections) or a hazardous condition caused by a third party (other\nthan a Tenant's Party (hereinafter defined)), unless the same are exacerbated by\nTenant's negligence or willful misconduct.\n\nARTICLE 7\nNOTICES\n\n      Any notice required or permitted to be given hereunder must be in writing\nand may be given by personal delivery or by mail, and if given by mail shall be\ndeemed sufficiently given if sent by registered or certified mail addressed to\nTenant at the Project, or to Landlord at its address set forth at the end of\nthis Lease. Either party may specify a different address for notice purposes by\nwritten notice to the other except that the Landlord may in any event use the\nPremises as Tenant's address for notice purposes. Notwithstanding the foregoing,\nif Tenant has subleased substantially all of the Premises or assigned its\ninterest in this Lease, Tenant may specify a different address for notice\npurposes by written notice to the Landlord and if Tenant fails to so provide\nsuch notice, Landlord may use the Premises as Tenant's address for notices\npurposes.\n\n\n                                       9\n\n\nARTICLE 8\nBROKERS\n\n      Tenant warrants that it has had no dealings with any real estate broker or\nagent in connection with the negotiation of this Lease, except Jeffry Nochimson\nand Cynthia Rotwein of Colliers International, whose commission shall be payable\nby Landlord. Landlord warrants that it has had no dealings with any real estate\nbroker or agent in connection with the negotiation of this Lease, except Craig\nFordyce and Michael Rosendin of Colliers International, whose commission shall\nbe payable by Landlord. Tenant and Landlord warrant to each other that neither\nparty knows of any other real estate broker or agent who is or might be entitled\nto a commission in connection with the Lease. If Tenant has dealt with any other\nperson or real estate broker with respect to leasing or renting space in the\nProject, Tenant shall be solely responsible for the payment of any fee due said\nperson or firm and Tenant shall hold Landlord free and harmless against any\nliability in respect thereto, including reasonable attorneys' fees and costs. If\nLandlord has dealt with any other person or real estate broker with respect to\nleasing or renting space in the Project, Landlord shall be solely responsible\nfor the payment of any fee due said person or firm and Landlord shall hold\nTenant free and harmless against any liability in respect thereto, including\nreasonable attorneys' fees and costs. Landlord and Tenant agree and acknowledge\nthat Colliers International is acting in a dual agency capacity in this\ntransaction.\n\nARTICLE 9\nHOLDING OVER; SURRENDER\n\n      9.1 Holding Over. If Tenant holds over the Premises or any part thereof\nafter expiration of the Term, such holding over shall, at Landlord's option,\nconstitute a month-to-month tenancy, at a rent equal to one-hundred fifty\npercent (150%) of the greater of (a) the then fair market value of the base rent\nfor the Premises and (b) the Base Rent in effect immediately prior to such\nholding over and shall otherwise be on all the other terms and conditions of\nthis Lease. The provisions of this Article 9.1 shall not be construed as\nLandlord's permission for Tenant to hold over. Acceptance of Rent by Landlord\nfollowing expiration or termination shall not constitute a renewal of this Lease\nor extension of the Term except as specifically set forth above.\n\n      9.2 Surrender. Upon the termination of this Lease or Tenant's right to\npossession of the Premises, Tenant will surrender the Premises broom clean,\ntogether with all keys, in good condition and repair, reasonable wear and tear\nexcepted. Tenant shall patch and fill all holes within the Premises, made by, or\nat the request of, Tenant. Tenant shall also remove all alterations or\nimprovements made by it to the Premises, unless requested not to do so by\nLandlord. In no event may Tenant remove from the Premises any mechanical or\nelectrical systems or any wiring necessary for the operation of the building\nsystems or subsystems or any other aspect of any building systems or subsystems\nwithin the Premises. Subject to the conditions set forth in this Lease, Tenant\nmay remove from the Premises those systems installed by Tenant as specifically\npermitted by this Lease; provided however that Tenant shall be responsible for,\nbut Tenant's responsibility in removing such systems shall not be limited to,\nthe following: the removal shall in no way affect the building systems or cause\nany damage to the Premises, and Tenant shall be responsible for the costs of\nsuch removal and for repairing any\n\n\n                                       10\n\n\ndamage or alteration of the Premises resulting from the installation and removal\nof such systems prior to the end of the Lease Term, all at Tenant's sole cost\nand expense. Conditions existing because of Tenant's failure to perform\nmaintenance, repairs or replacements shall not be deemed \"reasonable wear and\ntear.\"\n\nARTICLE 10\nTAXES ON TENANT'S PROPERTY\n\n      (a) Tenant shall be liable for and shall pay, at least ten (10) days\nbefore delinquency, all taxes levied against any personal property or trade\nfixtures placed by Tenant in or about the Premises. If any such taxes on\nTenant's personal property or trade fixtures are levied against Landlord or\nLandlord's property of if the assessed value of the Premises is increased by the\ninclusion therein of a value placed upon such personal property or trade\nfixtures of Tenant and if Landlord, after written notice to Tenant, pays the\ntaxes based upon such increased assessment, which Landlord shall have the right\nto do regardless of the validity thereof, but only under proper protest if\nrequested by Tenant, Tenant shall, upon demand, repay to Landlord the taxes so\nlevied against Landlord, or the portion of such taxes resulting from such\nincrease in the assessment.\n\n      (b) If the Tenant Improvements in the Premises, whether installed and\/or\npaid for by Landlord or Tenant and whether or not affixed to the real property\nso as to become a part thereof, are assessed for real property tax purposes at a\nvaluation higher than the valuation at which Tenant Improvements conforming to\nLandlord's \"Project Standard\" in other space in the Project are assessed, then\nthe real property taxes and assessment levied against the Project by reason of\nsuch excess assessed valuation shall be deemed to be taxes levied against\npersonal property of Tenant and shall be governed by the provisions of Article\n10(a), above. If the records of the County Assessor are available and\nsufficiently detailed to serve as a basis for determining whether said Tenant\nImprovements are assessed at a higher valuation than Landlord's Project\nStandard, such records shall be binding on both the Landlord and the Tenant. If\nthe records of the County Assessor are not available or sufficiently detailed to\nserve as a basis for making said determination, the actual cost of construction\nshall be used.\n\n\n                                       11\n\n\nARTICLE 11\nCONDITION OF PREMISES\n\n      Other than as specifically set forth in this Lease, Tenant acknowledges\nthat neither Landlord nor any agent of Landlord has made any representation or\nwarranty with respect to the Premises or the Project or with respect to the\nsuitability of either for the conduct of Tenant's business. The taking of\npossession of the Premises by Tenant shall conclusively establish that the\nPremises and the Project were in satisfactory condition at such time, subject to\nthe completion of the \"punch list\" items associated with the completion of the\nTenant Improvements. Landlord warrants that the following existing building\nsystems and subsystems will operate in a customary manner for similar buildings\nfor sixty (60) days from the Commencement Date: (a) electrical\/lighting; (b)\nfire protection systems; and (c) all existing fixtures, plumbing and HVAC. If\nany such equipment fails to operate during such time period, Landlord shall bear\nthe expense of repair, but Tenant shall have no right of offset or termination,\nor other defense hereunder.\n\nARTICLE 12\nALTERATIONS\n\n      (a) Tenant shall make no alterations, additions or improvements in or to\nthe Premises in excess of Fifty Thousand and No\/100 Dollars ($50,000.00) per\nannum or in excess of Two Hundred Thousand and No\/100 Dollars ($200,000.00), in\nthe aggregate, over the Lease Term (plus an additional One Hundred Thousand and\nNo\/100 Dollars ($100,000.00) during the Extension Term, if any) (provided that\nall alterations, additions or improvements are lawful, not structural, not\ninconsistent with the Permitted Use, not dangerous, do not affect the building\nsystems and do not contravene any other provision of this Lease), without\nLandlord's prior written consent, such consent not to be unreasonably withheld,\nand then only by contractors or mechanics reasonably approved by Landlord.\nTenant agrees that there shall be no construction or partitions or other\nobstructions which might interfere with Landlord's free access to mechanical\ninstallations or service facilities of the Premises or Project or interfere with\nthe moving of Landlord's equipment to or from the enclosures containing said\ninstallations or facilities. All such work shall be done at such times and in\nsuch manner as Landlord may from time to time designate. Tenant covenants and\nagrees that all work done by Tenant shall be performed in full compliance with\nall laws, rules, orders, ordinances, regulations and requirements of all\ngovernmental agencies, offices, and boards having jurisdiction, and in full\ncompliance with the rules, regulations and requirements of the Insurance Service\nOffices formerly known as the Pacific Fire Rating Bureau, and of any similar\nbody. Before commencing any work, Tenant shall give Landlord at least ten (10)\ndays written notice of the proposed commencement of such work and shall, if\nrequired by Landlord, secure at Tenant's own cost and expense, a completion and\nlien indemnity bond, reasonably satisfactory to Landlord, for said work. Tenant\nfurther covenants and agrees that any mechanic's lien filed against the Premises\nor against the Premises or Project for work done for, or materials claimed to\nhave been furnished to, Tenant will be discharged by Tenant, by bond or\notherwise, within ten (10) days after the filing thereof, at the cost and\nexpense of Tenant. All alterations, additions or improvements upon the Premises\nmade by either party, including (without limiting the generality of the\nforegoing) all\n\n\n                                       12\n\n\nwallcovering, built-in cabinet work, paneling and the like, shall, unless\nLandlord elects otherwise, become the property of Landlord, and shall remain\nupon, and be surrendered with the Premises, as a part thereof, at the end of the\nterm hereof, except that Landlord may, by written notice to Tenant, require\nTenant to remove all partitions, counters, railings and the like installed by\nTenant, and Tenant shall repair all damage resulting from such removal or, at\nLandlord's option, shall pay to Landlord all costs arising from such removal.\n\n            (b) Notwithstanding subsection (a), all articles of personal\nproperty and all business and trade fixtures, machinery and equipment, furniture\nand movable partitions owned by Tenant or installed by Tenant at its expense in\nthe Premises shall be and remain the property of Tenant and may be removed by\nTenant at any time during the Lease Term when Tenant is not in default\nhereunder. If Tenant shall fail to remove all of its effects from the Premises\nupon termination of this Lease for any cause whatsoever, Landlord may, at its\noption, remove the same in any manner that Landlord shall choose, and store said\neffects without liability to Tenant for loss thereof. In such event, Tenant\nagrees to pay Landlord upon demand any and all expenses incurred in such\nremoval, including court costs and attorneys' fees and storage charges on such\neffects for any length of time that the same shall be in Landlord's possession.\nLandlord may, at its option, without notice, sell said effects, or any of the\nsame, at private sale and without legal process, for such price as Landlord may\nobtain and apply the proceeds of such sale upon any amounts due under this Lease\nfrom Tenant to Landlord and upon the expense incident to the removal and sale of\nsaid effects.\n\nARTICLE 13\nREPAIRS\n\n      13.1 Tenant. By entry hereunder, Tenant accepts the Premises as being in\ngood and sanitary order, condition and repair. Tenant, at Tenant's sole cost and\nexpense, shall keep, maintain and preserve the Premises in its current condition\nand repair, and shall, when and if needed, at Tenant's sole cost and expense,\nmake all repairs to the Premises and every part thereof, including, without\nlimitation, Tenant's trade fixtures, installations, equipment and other personal\nproperty items within the Premises; entrances, lobbies and other public areas of\nthe Premises; all plumbing and sewage facilities (including all sinks, toilets,\nfaucets and drains), and all ducts, pipes, vents or other parts of the HVAC or\nplumbing system; all fixtures, interior walls, floors, carpets and ceilings; all\nwindows, doors, entrances, plate glass, showcases and skylights (including\ncleaning interior surfaces); all electrical facilities and all equipment\n(including all lighting fixtures, lamps, bulbs, tubes, fans, vents, exhaust\nequipment and systems); and any automatic fire extinguisher equipment in the\nPremises. With respect to utility facilities serving the Premises (including\nelectrical wiring and conduits, gas lines, water pipes, and plumbing and sewage\nfixtures and pipes), Tenant shall be responsible for the maintenance and repair\nof any such facilities which serve only the Premises, including all such\nfacilities that are within the walls or floor, or on the roof of the Premises,\nand any part of such facility that is not within the Premises, but only up to\nthe point where such facilities join a main or other junction (e.g., sewer main\nor electrical transformer) from which such utility services are distributed to\nother parts of the Project as well as to the Premises. Tenant shall replace any\ndamaged or broken glass in the Premises (including all interior and exterior\ndoors and windows) with glass of the same kind,\n\n\n                                       13\n\n\nsize and quality. Tenant shall repair any damage to the Premises (including\nexterior doors and windows) caused by vandalism or any unauthorized entry.\nTenant shall maintain continuously throughout the Term a service contract for\nthe washing of all interior surfaces of windows in the Premises with a\ncontractor approved by Landlord, which contract provides for the periodic\nwashing of all such windows at least once every ninety (90) days during the\nLease Term. Tenant shall furnish Landlord with copies of all such service\ncontracts, which shall provide that they may not be canceled or changed without\nat least 30 days' prior written notice to Landlord. Tenant shall maintain,\nrepair and replace when necessary all HVAC equipment which services only the\nPremises, and shall keep the same in good condition through regular inspection\nand servicing, and maintain continuously throughout the Lease Term a service\ncontract for the maintenance of all such HVAC equipment with a licensed HVAC\nrepair and maintenance contractor approved by Landlord, which contract provides\nfor the periodic inspection and servicing of the HVAC equipment at least once\nevery ninety (90) days during the Lease Term. If the HVAC equipment is replaced\nduring the last twenty-four (24) months of the term of the Lease, or if the cost\nof such replacement is equal to or greater than the sum of $10,000.00, the costs\nof such replacement shall be amortized over the useful life of such equipment\nand Tenant shall be required to pay only the portion of the cost that is\namortized over such useful life during the remaining term of the Lease.\nNotwithstanding the foregoing, Landlord may elect at any time to assume\nresponsibility for the maintenance, repair and replacement of such HVAC\nequipment which serves only the Premises, provided, however, that Landlord shall\nascertain that the costs associated with such maintenance shall be customary.\nDirect Expenses shall not include the cost of maintenance, repair and\nreplacement of such HVAC equipment to the extent such maintenance, repair and\nreplacement solely benefits other tenants of the Project. Tenant shall furnish\nLandlord with copies of all such service contracts, which shall provide that\nthey may not be canceled or changed without at least 30 days' prior written\nnotice to Landlord. All such repairs, maintenance and replacements by Tenant\nshall be performed in a good and workmanlike manner. Tenant shall, upon the\nexpiration or sooner termination of the term hereof, surrender the Premises to\nLandlord in the same condition as when received, usual and ordinary wear and\ntear excepted. Landlord shall have no obligation to alter, remodel, improve,\nrepair, decorate or paint the Premises or any part thereof. Tenant acknowledges,\nagrees and affirms that, except as specifically provided herein, Landlord has\nmade no representations to Tenant respecting the condition of the Premises or\nthe Project. Without limiting the foregoing, Tenant shall, at Tenant's sole\nexpense, be responsible for repairing any area damaged by Tenant, Tenant's\nagents, employees, invitees and visitors. All repairs and replacements by Tenant\nshall be made and performed: (a) at Tenant's cost and expense and at such time\nand in such manner as Landlord may reasonably designate, (b) by contractors or\nmechanics approved by Landlord, which approval shall not be unreasonably\nwithheld, (c) so that same shall be at least equal in quality, value and utility\nto the original work or installation, (d) in a manner and using equipment and\nmaterials that will not interfere with or impair the operations, use or\noccupation of the Project or any of the mechanical, electrical, plumbing or\nother systems in the Premises or the Project, and (e) in accordance with the\nrules and regulations the Landlord may from time to time promulgate (provided\nthat to the extent such rules and regulations promulgated by Landlord are\ninconsistent with this Lease, this Lease shall govern) and all Applicable Laws.\nIn the event Tenant fails, in the reasonable judgment of Landlord, to maintain\nthe Premises in accordance with the obligations under the Lease, Landlord shall\nhave the right, but not the obligation, to enter the\n\n\n                                       14\n\n\nPremises and perform such maintenance, repairs or refurbishing at Tenant's sole\ncost and expense (including a sum for overhead to Landlord equal to ten percent\n(10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall\nmaintain written records of maintenance and repairs and shall use certified\ntechnicians to perform such maintenance and repairs, as required by any\nApplicable Law. Tenant shall promptly deliver to Landlord full and complete\ncopies of all service or maintenance contracts entered into by Tenant for the\nPremises.\n\n      13.2 Landlord. Anything contained in Article 13.1 above to the contrary\nnotwithstanding, as items of Operating Expenses, Landlord shall repair and\nmaintain the structural portions of the Premises, including the foundations and\nroof structure and shall contract for the washing of the external surfaces of\nwindows in the Premises no less than once every ninety (90) days (provided that\nTenant is not in Default). Landlord shall not be liable for any failure to make\nany such repairs or to perform any maintenance unless such failure shall persist\nfor an unreasonable time after written notice of the need of such repairs or\nmaintenance is given to Landlord by Tenant. Landlord shall not be required to\nmake any repair resulting from (i) any alteration or modification to the\nPremises or to mechanical equipment within the Premises performed by, or on\nbehalf of, Tenant or to special equipment or systems installed by, or on behalf\nof, Tenant, (ii) the installation, use or operation of Tenant's property,\nfixtures and equipment, (iii) the moving of Tenant's property in or out of the\nPremises, (iv) Tenant's use or occupancy of the Premises in violation of Article\n6 of this Lease or in a manner not contemplated by the parties at the time of\nthe execution of this Lease, (v) the acts or omissions of Tenant or any\nemployees, agents, customers, visitors, invitees, licensees, contractors,\nassignees or subtenants of Tenant (individually, a \"Tenant Party\" and\ncollectively, \"Tenant's Parties\"), (vi) fire and other casualty, except as\nprovided by Article 21 of this Lease or (vii) condemnation, except as provided\nin Article 22 of this Lease. Landlord shall have no obligation to make repairs\nunder this Article 13.2 until a reasonable time after (a) Landlord first becomes\naware of the need for such repairs, or (b) receipt of written notice from Tenant\nof the need for such repairs, whichever is earlier. There shall be no abatement\nof Rent during the performance of such work. Except for the initial Tenant\nImprovements, if any, provided for in the Work Letter, Landlord shall have no\nobligation during the Lease Term to remodel, repair, improve, decorate or paint\nany part of the Premises or to clean, repair or replace carpeting or window\ncoverings. Landlord shall not be liable to Tenant for injury or damage that may\nresult from any defect in the construction or condition of the Premises, nor for\nany damage that may result from interruption of Tenant's use of the Premises\nduring any repairs by Landlord. Tenant waives any right to repair the Premises\nand\/or the Common Area at the expense of Landlord under any Applicable Laws\nincluding without limitation Articles 1941 and 1942 of the California Civil\nCode.\n\nARTICLE 14\nLIENS\n\n      Tenant shall not permit any mechanic's, materialmen's or other liens to be\nfiled against the Premises or Project, nor against Tenant's leasehold interest\nin the Premises. Landlord shall have the right at all reasonable times to post\nand keep posted on the Premises any notices which it deems necessary for\nprotection from such liens. If any such liens are filed, Landlord may, without\nreleasing Tenant from any of its obligations, cause such liens to be released by\nany\n\n\n                                       15\n\n\nmeans it shall deem proper, including payments in satisfaction of the claim\ngiving rise to such lien. Tenant shall pay to Landlord at once, upon receipt of\nwritten notice from Landlord, any sum paid by Landlord to remove such liens,\ntogether with interest at three percent (3%) above the Reference Rate from the\ndate of such payment by Landlord. Tenant shall not be responsible for any liens\ncaused solely by other tenants of the Project or by Landlord (except to the\nextent as otherwise provided herein).\n\nARTICLE 15\nENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD\n\n      Landlord shall at any and all times, subject to 24 hours verbal notice for\nnon-emergency purposes (with no notice required for emergency purposes), have\nthe right, while causing the minimum reasonable disturbance to Tenant and the\noperation of Tenant's business on the Premises, to enter the Premises for any\nlawful reason and\/or to undertake the following, without limitation: to inspect\nthe Premises; to supply any service to be provided by Landlord to Tenant\nhereunder; to show the Premises to prospective purchasers; to post notices of\nnonresponsibility, to alter, improve or repair the Premises or Project; to\ninstall, use, maintain, repair, alter, relocate or replace any pipes, ducts,\nconduits, wires, equipment or other facilities in the common areas or the\nPremises or Project; to grant customary easements on the Project, dedicate for\npublic use portions thereof and record customary covenants, conditions and\nrestrictions affecting the Project and\/or amendments to existing CC&amp;Rs which do\nnot unreasonably interfere with Tenant's use of the Premises; change the name of\nthe Premises or Project; affix reasonable signs and displays; and, during the\nlast nine (9) months of the Term, place signs for the rental of the Premises and\nshow the Premises to prospective tenants, all without being deemed guilty of any\neviction of Tenant and without abatement of Rent. Landlord may, in order to\ncarry out any of the foregoing purposes, erect scaffolding and other necessary\nstructures where required by the character of the work to be performed. Tenant\nhereby waives any claim for damages for any injury or inconvenience to or\ninterference with Tenant's business, any loss of occupancy or quiet enjoyment of\nthe Premises, and any other loss in, upon and about the Premises. Landlord shall\nat all times have and retain a key with which to unlock all doors in the\nPremises. Landlord shall have the right to use any and all reasonable means\nwhich Landlord may deem proper to open said doors in an emergency in order to\nobtain entry to the Premises. Any entry to the Premises obtained by Landlord by\nany of said means, or otherwise, shall not be construed or deemed to be a\nforcible or unlawful entry into the Premises, or any eviction of Tenant from the\nPremises or any portion thereof, and any damages caused on account thereof shall\nbe paid by Tenant. It is understood and agreed that no provision of this Lease\nshall be construed as obligating Landlord to perform any repairs, alterations or\ndecorations except as otherwise expressly agreed herein by Landlord.\n\nARTICLE 16\nUTILITIES AND SERVICES\n\n      Tenant shall be responsible for contracting with, and paying directly for,\nall necessary utility companies and providers to provide to the Premises all\nheat, light, gas, power, electricity, telephone and all other utilities required\nby Tenant and\/or the Premises. Tenant shall pay for all\n\n\n                                       16\n\n\nheat, light, gas, power, electricity, telephone or other service metered,\nchargeable or provided to or used by the Tenant and\/or the Premises; provided\nhowever that Tenant shall not be responsible for contracting with utility\ncompanies and providers to provide solely to the Common Areas such utilities,\nbut Tenant shall be responsible to pay Tenant's Percentage of the same. Landlord\nreserves the right to install separate meters for any such utility and charge\ntenant for the cost of such installation. Subject to the provisions of Article\n21, in no event shall Landlord incur any liability as a result of any\ninterruption of the provision of any of the foregoing utility services to\nTenant. In addition, Tenant shall not be entitled to any abatement or reduction\nof rent by reason of such interruption and Tenant shall not be relieved from the\nperformance of any covenant or agreement in this Lease because of such\ninterruption.\n\nARTICLE 17\nBANKRUPTCY\n\n      If Tenant shall file a petition in bankruptcy under any provision of the\nBankruptcy Code as then in effect, or if Tenant shall be adjudicated a bankrupt\nin involuntary bankruptcy proceedings and such adjudication shall not have been\nvacated within thirty days from the date thereof, or if a receiver or trustee\nshall be appointed of Tenant's property and the order appointing such receiver\nor trustee shall not be set aside or vacated within ninety (90) days after the\nentry thereof, or if Tenant shall assign Tenant's estate or effects for the\nbenefit of creditors, or if this Lease shall, by operation of law or otherwise,\npass to any person or persons other than Tenant, then in any such event Landlord\nmay terminate this Lease, if Landlord so elects, with written notice of such\nelection and with or without entry by Landlord. Neither Tenant nor any person\nclaiming through or under Tenant or by virtue of any statute or order of any\ncourt shall be entitled to possession of the Premises but shall surrender the\nPremises to Landlord. Nothing contained herein shall limit or prejudice the\nright of Landlord to recover damages by reason of any such termination equal to\nthe maximum allowed by any statute or rule of law in effect at the time when,\nand governing the proceedings in which, such damages are to be proved; whether\nor not such amount is greater, equal to, or less than the amount of damages\nrecoverable under the provisions of this Article 17.\n\nARTICLE 18\nINDEMNIFICATION\n\n      Tenant shall indemnify, protect, defend (by counsel reasonably acceptable\nto Landlord) and hold harmless Landlord and Landlord's affiliated entities, and\neach of their respective members, managers, partners, directors, officers,\nemployees, shareholders, lenders, agents, contractors, successors and assigns\nfrom and against any and all claims, judgments, causes of action, damages,\npenalties, costs, liabilities, and expenses, including all costs, reasonable\nattorneys' fees, expenses and liabilities incurred in the defense of any such\nclaim or any action or proceeding brought thereon, arising at any time during or\nafter the Term as a result of: (a) any default in the performance of any\nobligation on Tenant's part to be performed under the terms of this Lease, or\n(b) Tenant's use of the Premises, the conduct of Tenant's business or any\nactivity, work or things done, permitted or suffered by Tenant or any Tenant\nParty in or about the Premises, the Common Area and the Project. The foregoing\nindemnity obligation shall include,\n\n\n                                       17\n\n\nwithout limitation, any claim by any Tenant Party for any injury or illness\ncaused or alleged to be caused in whole or in part by any furniture, carpeting,\ndraperies, stoves or any other materials on the Premises and any utilities used\nby the Tenant and\/or the Premises. Tenant, as a material part of the\nconsideration to Landlord, hereby assumes all risk of damage to property or\ninjury to person in or upon the Premises from any cause whatsoever. The\nobligations of Tenant under this Article 18 shall survive the termination of\nthis Lease with respect to any claims or liability arising prior to such\ntermination\n\nARTICLE 19\nDAMAGE TO TENANT'S PROPERTY\n\n      Except to the extent caused by Landlord's or its agents' gross negligence\nor willful misconduct, Landlord or its agents shall not be liable for (i) any\ndamage to any property entrusted to employees of the Project, (ii) loss or\ndamage to any property by theft or otherwise, (iii) any injury or damage to\nproperty resulting from fire, explosion, falling plaster, steam, gas,\nelectricity, water or rain which may leak from any part of the Project or from\nthe pipes, appliances or plumbing work therein or from the roof, street or\nsub-surface or from any other place or resulting from dampness or from any other\ncause whatsoever. Landlord or its agents shall not be liable for interference\nwith light or other incorporeal hereditaments, nor shall Landlord be liable for\nany damage caused by latent defect in the Premises or in the Project. Tenant\nshall give prompt notice to Landlord in case of fire or accidents in the\nPremises or in the Project or of defects therein or in the fixtures or\nequipment.\n\nARTICLE 20\nTENANT'S INSURANCE\n\n      (a) Tenant shall, during the term hereof and any other period of\noccupancy, at its sole cost and expense, keep in full force and effect the\nfollowing insurance:\n\n            (i) Standard form property insurance insuring the building located\non the Premises and personal property contained therein against the perils of\nfire, extended coverage, vandalism, malicious mischief, special extended\ncoverage (\"All-Risk\") and sprinkler leakage. Such policy shall name Landlord and\nany mortgagees of Landlord as insured parties, as their respective interests may\nappear.\n\n            (ii) Commercial General Liability Insurance insuring Tenant against\nany liability arising out of the lease, use, occupancy or maintenance of the\nPremises and all areas appurtenant thereto. Such insurance shall be in the\namount of $5,000,000 Combined Single Limit for injury to, or death of one or\nmore persons in an occurrence, and for damage to tangible property (including\nloss of use) in an occurrence, with such liability amount to be adjusted, but no\nmore frequently than every five (5) years, to reflect increases in the Consumer\nPrice Index. The policy shall insure the hazards of premises and operation,\nindependent contractors, contractual liability (covering the Indemnity contained\nin Article 18 hereof) and shall (1) name Landlord as an additional insured, (2)\ncontain a cross liability provision, and (3) contain a\n\n\n                                       18\n\n\nprovision that \"the insurance provided the Landlord hereunder shall be primary\nand non-contributing with any other insurance of the Landlord.\"\n\n            (iii) Workers' Compensation and Employer's Liability insurance (as\nrequired by state law).\n\n            (iv) Rental loss insurance in an amount equal to all unpaid Rent\nwhich would be due for a period of eighteen (18) months under the Lease. The\namount of such rental loss insurance shall be increased from time to time during\nthe Term as and when the Rent increases (including estimated increases in\nAdditional Rent as reasonably determined by Landlord).\n\n            (v) Loss of income and extra expense insurance in amounts as will\nreimburse Tenant for direct or indirect loss of earnings attributable to all\nperil commonly insured against by prudent Tenants in the business of Tenant or\nattributable to prevention of access to the Premises as a result of such perils.\n\n            (vi) Any other form or forms of insurance as Tenant or Landlord or\nany mortgagees of Landlord may reasonably require from time to time in form, in\namounts and for insurance risks against which a prudent tenant would protect\nitself.\n\n      (b) All policies shall be written in a form reasonably satisfactory to\nLandlord and shall be taken out with insurance companies holding a General\nPolicyholders Rating of \"A\" and a Financial Rating of \"IX\" or better, as set\nforth in the most current issue of Bests Insurance Guide. Within ten (10) days\nprior to the Commencement Date, Tenant shall deliver to Landlord copies of\npolicies or certificates evidencing the existence of the amounts and forms of\ncoverage satisfactory to Landlord. No such policy shall be cancelable or\nreducible in coverage except after thirty (30) days prior written notice to\nLandlord. Tenant shall, within ten (10) days prior to the expiration of such\npolicies, furnish Landlord with renewals or \"binders\" thereof, or Landlord may\norder such insurance and charge the cost thereof to Tenant as Additional Rent.\nIf Landlord obtains any insurance that is the responsibility of Tenant under\nthis section, Landlord shall deliver to Tenant a written statement setting forth\nthe cost of any such insurance and showing in reasonable detail the manner in\nwhich it has been computed.\n\nARTICLE 21\nDAMAGE OR DESTRUCTION\n\n      21.1 Casualty. If the Premises should be damaged or destroyed by fire or\nother casualty, Tenant shall give immediate written notice to Landlord. Within\nthirty (30) days after receipt from Tenant of such written notice, Landlord\nshall notify Tenant whether the necessary repairs can reasonably be made: (a)\nwithin one hundred eighty (180) days; or (b) in more than one hundred eighty\n(180) days, in each case after the date of the issuance of permits for the\nnecessary repair or reconstruction of the portion of the Premises which was\ndamaged or destroyed.\n\n            21.1.1 Less Than 180 Days. If the Premises should be damaged only to\nsuch extent that rebuilding or repairs can reasonably be completed within one\nhundred eighty (180)\n\n\n                                       19\n\n\ndays after being damaged or destroyed, this Lease shall not terminate and,\nprovided that insurance proceeds are available to pay for the full repair of all\ndamage, Landlord shall repair the Premises, except that Landlord shall not be\nrequired to rebuild, repair or replace Tenant's Property which may have been\nplaced in, on or about the Premises by or for the benefit of Tenant. If Tenant\nis required to vacate all or a portion of the Premises during Landlord's repair\nthereof, the Base Rent payable hereunder shall be abated proportionately on the\nbasis of the size of the area of the Premises that is damaged (i.e., the number\nof square feet of floor area of the Premises that is unavailable to Tenant\ncompared to the total square footage of the floor area of the Premises) from the\ndate Tenant vacates all or a portion of the Premises that was damaged only to\nthe extent rental abatement insurance proceeds are received by Landlord and only\nduring the period the Premises or a portion thereof are unfit for occupancy.\n\n            21.1.2        Intentionally Omitted.\n\n            21.1.3 Greater Than 180 Days. If the Premises should be so damaged\nthat rebuilding or repairs cannot be completed within one hundred eighty (180)\ndays after being damaged or destroyed, either Landlord or Tenant may terminate\nthis Lease by giving written notice within ten (10) days after notice from\nLandlord specifying such time period of repair; and this Lease shall terminate\nand the Rent shall be abated from the date Tenant vacates the Premises. In the\nevent that neither party elects to terminate this Lease, Landlord shall commence\nand prosecute to completion the repairs to the Premises, provided insurance\nproceeds are available to pay for the repair of all damage (except that Landlord\nshall not be required to rebuild, repair or replace Tenant's Property. If Tenant\nis required to vacate all or a portion of the Premises during Landlord's repair\nthereof, the Base Rent payable hereunder shall be abated proportionately on the\nbasis of the size of the area of the Premises that is damaged (i.e., the number\nof square feet of floor area of the Premises that is unavailable to Tenant\ncompared to the total square footage of the floor area of the Premises), from\nthe date Tenant vacates all or a portion of the Premises that was damaged only\nto the extent rental abatement insurance proceeds are received by Landlord and\nonly during the period that the Premises or a portion thereof are unfit for\noccupancy.\n\n            21.1.4 Casualty During the Last Year of the Lease Term.\nNotwithstanding any other provisions hereof, if the Premises shall be damaged\nwithin the last year of the Lease Term, and if the cost to repair or reconstruct\nthe portion of the Premises which was damaged or destroyed shall exceed one (1)\nmonths Rent (as applicable at the time that such damage was incurred), then,\nirrespective of the time necessary to complete such repair or reconstruction,\nLandlord shall have the right, in its sole and absolute discretion, to terminate\nthe Lease effective upon the occurrence of such damage, in which event the Rent\nshall be abated from the date Tenant vacates the Premises. The foregoing right\nshall be in addition to any other right and option of Landlord under this\nArticle 21.\n\n      21.2 Uninsured Casualty. Tenant shall be responsible for and shall pay to\nLandlord Tenant's Percentage of any deductible or retention amount payable under\nthe property insurance for the Premises. In the event that the Premises is\ndamaged to the extent Tenant is unable to use the Premises and such damage is\nnot covered by insurance proceeds received by Landlord or in the event that the\nholder of any indebtedness secured by the Premises requires that the insurance\n\n\n                                       20\n\n\nproceeds be applied to such indebtedness, then Landlord shall have the right at\nLandlord's option, in Landlord's sole and absolute discretion, either (i) to\nrepair such damage as soon as reasonably possible at Landlord's expense, or (ii)\nto give written notice to Tenant within thirty (30) days after the date of the\noccurrence of such damage of Landlord's intention to terminate this Lease as of\nthe date of the occurrence of such damage. In the event Landlord elects to\nterminate this Lease, Tenant shall have the right within ten (10) days after\nreceipt of such notice to give written notice to Landlord of Tenant's commitment\nto pay the cost of repair of such damage, in which event this Lease shall\ncontinue in full force and effect, and Landlord shall make such repairs as soon\nas reasonably possible subject to the following conditions: Tenant shall deposit\nwith Landlord Landlord's estimated cost of such repairs not later than five (5)\nbusiness days prior to Landlord's commencement of the repair work. If the cost\nof such repairs exceeds the amount deposited, Tenant shall reimburse Landlord\nfor such excess cost within ten (10) business days after receipt of an invoice\nfrom Landlord. Any amount deposited by Tenant in excess of the cost of such\nrepairs shall be refunded within thirty (30) days of Landlord's final payment to\nLandlord's contractor. If Tenant does not give such notice within the ten (10)\nday period, or fails to make such deposit as required, Landlord shall have the\nright, in Landlord's sole and absolute discretion, to immediately terminate this\nLease to be effective as of the date of the occurrence of the damage.\n\n      21.3 Waiver. With respect to any damage or destruction which Landlord is\nobligated to repair or may elect to repair, Tenant waives all rights to\nterminate this Lease pursuant to rights otherwise presently or hereafter\naccorded by law, including without limitation any rights granted under Section\n1932, subdivision 2, and Section 1933, of the California Civil Code, provided\nthat Tenant shall have the right to terminate this Lease if and to the extent,\nand subject to the conditions, specifically provided in this Article 21.\n\nARTICLE 22\nEMINENT DOMAIN\n\n      22.1 Total Condemnation. If all of the Premises is condemned by eminent\ndomain, inversely condemned or sold under threat of condemnation for any public\nor quasi-public use or purpose, this Lease shall terminate as of the earlier of\nthe date the condemning authority takes title to or possession of the Premises,\nand Rent shall be adjusted to the date of termination.\n\n      22.2 Partial Condemnation. If any portion of the Premises is condemned and\nsuch partial condemnation materially impairs Tenant's ability to use the\nPremises for Tenant's business, Landlord shall have the option of either (i)\nrelocating Tenant to comparable space within the Project if Tenant so agrees; or\n(ii) if Tenant does not so agree, terminating this Lease as of the earlier of\nthe date title vests in the condemning authority or as of the date an order of\nimmediate possession is issued and Rent shall be adjusted to the date of\ntermination. If such partial condemnation does not materially impair Tenant's\nability to use the Premises for the business of Tenant, Landlord shall promptly\nrestore the Premises to the extent of any condemnation proceeds recovered by\nLandlord, excluding the portion thereof lost in such condemnation, and this\nLease shall continue in full force and effect except that after the date of\n\n\n                                       21\n\n\nsuch title vesting or order of immediate possession Rent shall be appropriately\nadjusted on an equitable basis.\n\n      22.3 Award. If the Premises are wholly or partially condemned, Landlord\nshall be entitled to the entire award paid for such condemnation, and Tenant\nwaives any claim to any part of the award from Landlord or the condemning\nauthority; provided, however, Tenant shall have the right to recover from the\ncondemning authority such compensation as may be separately awarded to Tenant\nwhich does not reduce Landlord's award. No condemnation of any kind shall be\nconstrued to constitute an actual or constructive eviction of Tenant or a breach\nof any express or implied covenant of quiet enjoyment. Tenant hereby waives the\neffect of Sections 1265.120 and 1265.130 of the California Code of Civil\nProcedure.\n\n      22.4 Temporary Condemnation. In the event of a temporary condemnation not\nextending beyond the Term, this Lease shall remain in effect, Tenant shall\ncontinue to pay Rent and Tenant shall receive any award made for such\ncondemnation except damages to any of Landlord's property. If a temporary\ncondemnation is for a period which extends beyond the Term, this Lease shall\nterminate as of the date of initial occupancy by the condemning authority and\nany such award shall be distributed in accordance with the preceding section.\n\nARTICLE 23\nDEFAULTS AND REMEDIES\n\n      23.1 Event of Default. The occurrence of any one or more of the following\nevents shall constitute a default (an \"Event of Default\") hereunder by Tenant:\n\n            (i) The vacation or abandonment of the Premises by Tenant.\nAbandonment is herein defined to include, but is not limited to, any absence by\nTenant from the Premises for five (5) business days or longer while in default\nof any provision of this Lease (provided that such period shall be extended to\nsixty (60) days if Tenant has executed a valid sublease in accordance with the\nterms hereof, and has moved out of the Premises but the subtenant has not yet\nmoved in, in which case such subtenant shall have sixty (60) days to do so\nbefore a default occurs under this clause (i)).\n\n            (ii) The failure by Tenant to make any payment of Rent or Additional\nRent or any other payment required to be made by Tenant hereunder, as and when\ndue.\n\n            (iii) The failure by Tenant to observe or perform any of the express\nor implied covenants or provisions of this Lease to be observed or performed by\nTenant, within thirty (30) days after the occurrence of such failure, provided\nthat Tenant commences such cure within five (5) days of such failure, or\nTenant's failure at any time during said thirty (30) day period to diligently\npursue the remedies or steps necessary to cure or correct such failure, other\nthan as specified in Article 23.1(i) or (ii); Article 24; Article 25 and Article\n26, for which Tenant shall not have any cure period.\n\n            (iv) (1) The making by Tenant of any general assignment for the\nbenefit of creditors; (2) the filing by or against Tenant of a petition to have\nTenant adjudged a bankrupt or a\n\n\n                                       22\n\n\npetition for reorganization or arrangement under any law relating to bankruptcy\n(unless, in the case of a petition filed against Tenant, the same is dismissed\nwithin ninety (90) days); (3) the appointment of a trustee or receiver to take\npossession of substantially all of Tenant's assets located at the Premises or of\nTenant's interest in this Lease, where possession is not restored to Tenant\nwithin ninety (90) days; or (4) the attachment, execution or other judicial\nseizure of substantially all of Tenant's assets located at the Premises or of\nTenant's interest in this Lease where such seizure is not discharged within\nthirty days.\n\n            (v) The making of any material misrepresentation or omission by\nTenant or any successor in interest of Tenant in any materials delivered by or\non behalf of Tenant to Landlord or Landlord's lender pursuant to this Lease.\n\n      23.2. Remedies.\n\n            23.2.1 Termination. In the event of the occurrence of any Event of\nDefault, Landlord shall have the right to give a written termination notice to\nTenant (which notice shall be in lieu of any notice required by California Code\nof Civil Procedure Section 1161, et seq.) and, on the date specified in such\nnotice, this Lease shall terminate unless on or before such date, which in no\nevent will be less than five (5) days from date of delivery of such notice (such\nfive (5) day period being inclusive of the period of a five (5) day (or longer,\nif elected by Landlord) notice to pay rent or quit), all arrears of Rent and all\nother sums payable by Tenant under this Lease and all costs and expenses\nincurred by or on behalf of Landlord hereunder shall have been paid by Tenant\nand all other Events of Default at the time existing shall have been fully\nremedied to the satisfaction of Landlord.\n\n            23.2.2 Repossession. Following termination, without prejudice to\nother remedies Landlord may have, Landlord may (i) peaceably re-enter the\nPremises upon voluntary surrender by Tenant or remove Tenant therefrom and any\nother persons occupying the Premises, using such legal proceedings as may be\navailable; (ii) repossess the Premises or relet the Premises or any part thereof\nfor such term (which may be for a term extending beyond the Term), at such\nrental and upon such other terms and conditions as Landlord in Landlord's sole\ndiscretion shall reasonably determine, with the right to make reasonable\nalterations and repairs to the Premises; and (iii) remove all personal property\ntherefrom.\n\n            23.2.3 Unpaid Rent. Landlord shall have all the rights and remedies\nof a landlord provided by Applicable Law, including the right to recover from\nTenant: (a) the worth, at the time of award, of the unpaid Rent that had been\nearned at the time of termination, (b) the worth, at the time of award, of the\namount by which the unpaid Rent that would have been earned after the date of\ntermination until the time of award exceeds the amount of loss of rent that\nTenant proves could have been reasonably avoided, and (c) the worth, at the time\nof award, of the amount by which the unpaid Rent for the balance of the Term\nafter the time of award exceeds the amount of the loss of rent that Tenant\nproves could have been reasonably avoided, and (d) any other amount, and court\ncosts, necessary to compensate Landlord for all detriment proximately caused by\nTenant's default. The phrase \"worth, at the time of award,\" as used in (a) and\n(b) above, shall be computed using a per annum rate of the Applicable Interest\nRate, and as used in\n\n\n                                       23\n\n\n(c) above, shall be computed by discounting such amount at the discount rate of\nthe Federal Reserve Bank of San Francisco at the time of award plus one percent\n(1%).\n\n            23.2.4 Continuation. Even though an Event of Default may have\noccurred, this Lease shall continue in effect for so long as Landlord does not\nterminate Tenant's right to possession; and Landlord may enforce all of\nLandlord's rights and remedies under this Lease, including the remedy described\nin California Civil Code Section 1951.4 (\"Landlord\" may continue the Lease in\neffect after \"Tenant's\" breach and abandonment and recover Rent as it becomes\ndue, if \"Tenant\" has the right to sublet or assign, subject only to reasonable\nlimitations) to recover Rent as it becomes due. Landlord, without terminating\nthis Lease, may, during the period Tenant is in default, enter the Premises and\nrelet the same, or any portion thereof, to third parties for Tenant's account\nand Tenant shall be liable to Landlord for all costs Landlord incurs in\nreletting the Premises, including, without limitation, brokers' commissions,\nexpenses of remodeling the Premises and like costs. Reletting may be for a\nperiod shorter or longer than the remaining Term. Tenant shall continue to pay\nthe Rent on the date the same is due. No act by Landlord hereunder, including\nacts of maintenance, preservation or efforts to lease the Premises or the\nappointment of a receiver upon application of Landlord to protect Landlord's\ninterest under this Lease shall terminate this Lease unless Landlord notifies\nTenant that Landlord elects to terminate this Lease. In the event that Landlord\nelects to relet the Premises, the rent that Landlord receives from reletting\nshall be applied to the payment of, first, any indebtedness from Tenant to\nLandlord other than Base Rent and Additional Rent; second, all costs, including\nmaintenance, incurred by Landlord in reletting; and, third, Base Rent and\nAdditional Rent under this Lease. After deducting the payments referred to\nabove, any sum remaining from the rental Landlord receives from reletting shall\nbe held by Landlord and applied in payment of future Rent as Rent becomes due\nunder this Lease. In no event shall Tenant be entitled to any excess rent\nreceived by Landlord. If, on the date Rent is due under this Lease, the rent\nreceived from the reletting is less than the Rent due on that date, Tenant shall\npay to Landlord, in addition to the remaining Rent due, all costs, including\nmaintenance, which Landlord incurred in reletting the Premises that remain after\napplying the rent received from reletting as provided hereinabove. So long as\nthis Lease is not terminated, Landlord shall have the right to remedy any\ndefault of Tenant, to maintain or improve the Premises, to cause a receiver to\nbe appointed to administer the Premises and new or existing subleases and to add\nto the Rent payable hereunder all of Landlord's reasonable costs in so doing,\nincluding without limitation attorney's fees and costs, with interest at a per\nannum rate of the Applicable Interest Rate from the date of such expenditure.\nLandlord shall have no duty to relet the Premises so long as it has other\nunleased space available in the Project.\n\n            23.2.5 Cumulative. Each right and remedy of Landlord provided for\nherein or now or hereafter existing at law, in equity, by statute or otherwise\nshall be cumulative and shall not preclude Landlord from exercising any other\nrights or remedies provided for in this Lease or now or hereafter existing at\nlaw or in equity, by statute or otherwise. No payment by Tenant of a lesser\namount than the Rent nor any endorsement on any check or letter accompanying any\ncheck or payment as Rent shall be deemed an accord and satisfaction of full\npayment of Rent; and Landlord may accept such payment without prejudice to\nLandlord's right to recover the balance of such Rent or to pursue other\nremedies.\n\n\n                                       24\n\n\nARTICLE 24\nASSIGNMENT AND SUBLETTING\n\n      24.1 Tenant shall not voluntarily assign or encumber its interest in this\nLease or in the Premises, or sublease all or any part of the Premises, or allow\nany other person or entity to occupy or use all or any part of the Premises,\nwithout first obtaining Landlord's prior written consent, such consent not to be\nunreasonably withheld. Tenant agrees that Landlord may include the following\nfactors, without in any way limiting the discretion that Landlord may apply, and\nwithout serving as an exhaustive list, as reasonable grounds for Landlord to\nwithhold consent to any assignment or sublease (the proposed assignee, subtenant\nor other transferee is referred to herein as the \"Proposed Assignee\")): (a) the\nProposed Assignee is unable to fulfill the terms of the Lease; (b) the financial\nirresponsibility, status or instability of the Proposed Assignee or the Proposed\nAssignee's financial condition is inadequate to support the Lease obligations of\nProposed Assignee if such assignment were completed; (c) the intended unlawful\nor undesirable use of the Premises by the Proposed Assignee; (d) Landlord is in\nnegotiations with the Proposed Assignee or any of its affiliates for the direct\nlease of space or the Proposed Assignee, or an affiliate currently occupies\nspace in the Project; (e) the rate that Tenant proposes to charge the Proposed\nAssignee is below market (provided that this clause (e) shall not apply if the\nProposed Assignee is an entity in which Tenant owns at least a 10% equity\ninterest); (f) the Proposed Assignee's proposed use is inconsistent with the\nPermitted Uses, or involves the use of hazardous materials; (g) the Proposed\nAssignee's character, reputation, credit history or business is of a\nquestionable nature, the Proposed Assignee has defaulted under leases in the\npast or the Proposed Assignee's character, reputation, credit history or\nbusiness is not consistent with the character or quality of the Project as a\nfirst-class office project; (h) the Proposed Assignee is either a government\nagency or an instrumentality of one, which intends to use the Premises for a use\nwhich has a higher density, a higher percentage of visitors, or a higher demand\nfor parking than Tenant's intended use; (i) intentionally omitted; (j) the\nProposed Assignee, or an affiliate thereof, has negotiated with Landlord during\nthe last twelve (12) months immediately preceding Tenant's notice to Landlord\n(as specified below) of the proposed assignment; and (k) Proposed Assignee does\nnot intend to conduct business there for a substantial portion of the term of\nthe assignment. Any sublease shall be in the form of sublease in use by Landlord\nat such time, if any. Any assignment, encumbrance or sublease without Landlord's\nprior written consent shall be voidable, at Landlord's election, and shall\nconstitute a default and at the option of the Landlord shall result in a\ntermination of this Lease. No consent to assignment, encumbrance, or sublease\nshall constitute a further waiver of the provisions of this section. Tenant\nshall notify Landlord in writing of Tenant's intent to sublease, encumber or\nassign this Lease, and the total square footage Tenant intends to sublease,\nencumber and assign and Landlord shall, within thirty (30) days of receipt of\nsuch written notice, elect one of the following:\n\n            (a) Consent to such proposed assignment, encumbrance or sublease;\n\n            (b) Refuse such consent, which refusal shall be on reasonable\n      grounds; or\n\n            (c) Recapture the entire or a portion of the Premises, subject to\n      the following conditions: (1) if Tenant's notice of intent to sublease,\n      encumber or assign as\n\n\n                                       25\n\n\n      contemplated above specifies that Tenant intends to assign or encumber the\n      Lease or to sublease the Premises, such that the space subject to the\n      proposed assignment, encumbrance or sublease, together with all other\n      space subject to any assignment, encumbrance or sublease at that time is\n      in the aggregate sixty-seven percent (67%) or more of the Premises, then\n      Landlord shall have the right to recapture the entire Premises or such\n      portion as Tenant intends to sublease or encumber, at Landlord's sole and\n      absolute discretion; or (2) if Tenant's notice of intent to sublease,\n      encumber or assign as contemplated above specifies that Tenant intends to\n      sublease, together with all other space subject to any assignment,\n      encumbrance or sublease at that time is in the aggregate less than\n      sixty-seven percent (67%) of the Premises and if the term of such sublease\n      (inclusive of any remaining renewal options provided thereunder) shall\n      expire within the last 12 months of the Lease Term (inclusive of any\n      remaining renewal options provided hereunder), then Landlord shall have\n      the right to recapture such portion as Tenant intends to sublease, at\n      Landlord's sole and absolute discretion; or (3) if Tenant's notice of\n      intent to sublease, encumber or assign as contemplated above specified\n      that Tenant intends to sublease, such that the space subject to the\n      proposed assignment, encumbrance or sublease, together with all other\n      space subject to any assignment, encumbrance or sublease at that time\n      amounts to less than sixty-seven percent (67%) of the Premises, and the\n      term of such sublease (inclusive of any remaining renewal options provided\n      thereunder) shall expire prior to 12 months before the termination of this\n      Lease (inclusive of any remaining renewal options provided hereunder),\n      then Landlord shall not have the right to recapture. If Landlord exercises\n      it option to recapture as provided herein, Landlord may, if it so elects,\n      enter into a new lease for the Premises or any portion thereof with the\n      Proposed Assignee or other third party on such terms as Landlord and the\n      Proposed Assignee or other third party may agree; in such event, Tenant\n      shall not be entitled to any portion of the profit, if any, which Landlord\n      may realized on account of such recapture and reletting.\n\n      24.2 As a condition for granting its consent to any assignment,\nencumbrance or sublease, thirty (30) days prior to any anticipated assignment or\nsublease Tenant shall give Landlord and Landlord's lender written notice (the\n\"Assignment Notice\"), which shall set forth the name, address and business of\nthe proposed assignee or subtenant, information (including references)\nconcerning the character, ownership, and financial condition of the proposed\nassignee or subtenant, and the Assignment Date, any ownership or commercial\nrelationship between Tenant and the proposed assignee or subtenant, and the\nconsideration of all other material terms and conditions of the proposed\nassignment or sublease, all in such detail as Landlord shall reasonably require.\nIf Landlord reasonably requests additional detail, the Assignment Notice shall\nnot be deemed to have been received until Landlord receives such additional\ndetail, and Landlord may withhold consent to any assignment or sublease until\nsuch additional detail is provided to it. Further, Landlord may require that the\nsubtenant or assignee remit directly to Landlord on a monthly basis, if Tenant\nis in Default under this Lease, all monies due to Tenant by said assignee or\nsubtenant.\n\n      24.3 The consent by Landlord to any assignment or subletting shall not be\nconstrued as relieving Tenant or any assignee of this Lease or subtenant of the\nPremises from obtaining the\n\n\n                                       26\n\n\nexpress written consent of Landlord to any further assignment or subletting or\nas releasing Tenant or any assignee or subtenant of Tenant from any liability or\nobligation hereunder whether or not then accrued. In the event Landlord shall\nconsent to an assignment or sublease, Tenant shall pay Landlord as Additional\nRent all of Landlord's attorneys' fees and administrative costs incurred in\nconnection with evaluating the Assignment Notice. This section shall be fully\napplicable to all further sales, hypothecations, transfers, assignments and\nsubleases of any portion of the Premises by any successor or assignee of Tenant,\nor any subtenant of the Premises.\n\n      24.4 As used in this section, the subletting of substantially all of the\nPremises for substantially all of the remaining term of this Lease shall be\ndeemed an assignment rather than a sublease. The conversion of Tenant's capital\nstock issued and outstanding from a publicly-held asset to a privately-held\nasset shall be deemed an assignment requiring Landlord's consent hereunder,\nunless the Tenant, after said transaction, has a net worth equal to or in excess\nof the Minimum Net Worth (as hereinafter defined). Notwithstanding the\nforegoing, Landlord shall consent to the assignment, sale or transfer if the\nAssignment Notice states that Tenant desires to assign the Lease to any entity\ninto which Tenant is merged, with which Tenant is consolidated or which acquires\nall or substantially all of the assets of Tenant, provided that the assignee\nfirst executes, acknowledges and delivers to Landlord an agreement whereby the\nassignee agrees to be bound by all of the covenants and agreements in this Lease\nwhich Tenant has agreed to keep, observe or perform, that the assignee agrees\nthat the provisions of this section shall be binding upon it as if it were the\noriginal Tenant hereunder and that the assignee shall have a net worth\n(determined in accordance with generally accepted accounting principles\nconsistently applied) immediately after such assignment which is at least equal\nto the net worth (as so determined) of Tenant: (1) at the Commencement Date or\n(2) immediately before such assignment; whichever is greater (the \"Minimum Net\nWorth\").\n\n      24.5 Except as provided above, Landlord's consent to any sublease shall\nnot be unreasonably withheld. A condition to such consent shall be delivery by\nTenant to Landlord of a true copy of the sublease in the form of sublease in use\nby Landlord at such time. If for any proposed assignment or sublease Tenant\nreceives rent or other consideration, either initially or over the term of the\nassignment or sublease, in excess of the Rent called for hereunder (as such Rent\nis adjusted pursuant to Article 24.1), or, in case of the sublease of a portion\nof the Premises, in excess of such rent fairly allocable to such portion, after\nappropriate adjustments to assure that all other payments called for hereunder\nare taken into account, Tenant shall pay to Landlord as Additional Rent\nhereunder seventy-five percent (75%) of the excess (after reasonable, third\nparty out of pocket legal costs and brokerage commissions incurred in connection\nwith arranging such sublease have been deducted) of each such payment of rent or\nother consideration received by Tenant promptly after its receipt. Landlord's\nwaiver or consent to any assignment or subletting shall not relieve Tenant from\nany obligation under this lease. The parties intend that the preceding sentence\nshall not apply to any sublease rentals respecting a portion of the Premises\nthat during the entire term of this Lease was not occupied by Tenant for its own\nuse, but was always subleased by Tenant and\/or kept vacant. For the purpose of\nthis section, the Rent for each square foot of floor space in the Premises shall\nbe deemed equal.\n\n\n                                       27\n\n\nARTICLE 25\nSUBORDINATION; MORTGAGEE PROTECTION\n\n      25.1 Subordination. This Lease shall be subject and subordinate to all\nground leases, master leases and the lien of all mortgages and deeds of trust\nwhich now or hereafter affect the Premises or the Project or Landlord's interest\ntherein, the CC&amp;Rs and all amendments thereto, all without the necessity of\nTenant's executing further instruments to effect such subordination. If\nrequested, Tenant shall execute and deliver to Landlord within ten (10) days\nafter Landlord's request reasonable documentation that may reasonably be\nrequired to further effect the provisions of this section including, without\nlimitation, a Subordination, Nondisturbance and Attornment Agreement (\"SNDA\") in\nsuch form as may be reasonably required by Landlord's lender, provided that such\nSNDA must contain commercially reasonable non-disturbance protection. Should any\nholder of a mortgage or deed of trust request that this Lease and Tenant's\nrights hereunder be made superior, rather than subordinate, to the mortgage or\ndeed of trust, then Tenant will, within ten (10) days after written request,\nexecute and deliver such agreement as may be required by such holder in order to\neffectuate and evidence such superiority of the Lease to the mortgage or deed of\ntrust. Upon the mutual execution and delivery of this Lease, Landlord shall use\ndiligent efforts to try to obtain from the existing lender of the Project the\nlender's form SNDA.\n\n      25.2 Attornment. Tenant hereby agrees that Tenant will recognize as its\nlandlord under this Lease and shall attorn to any person succeeding to the\ninterest of Landlord in respect of the land and the buildings governed by this\nLease upon being advised in writing of any foreclosure of any mortgage upon such\nland or buildings or upon being advised in writing of the execution of any deed\nin lieu of foreclosure in respect to such deed of trust. If requested, Tenant\nshall execute and deliver an instrument or instruments confirming its attornment\nas provided for herein, on the applicable lender's then commercially reasonable\nstandard form.\n\n      25.3 Mortgagee Protection. Tenant agrees to give Landlord's lender or any\nholder of any mortgage or deed of trust secured by the Project, by registered or\ncertified mail or nationally recognized overnight delivery service, a copy of\nany notice of default served upon the Landlord by Tenant, provided that, prior\nto such notice, Tenant has been notified in writing (by way of service on Tenant\nof a copy of assignment of rents and leases or otherwise) of the address of such\nlender or such holder of a mortgage or deed of trust. Tenant further agrees that\nif Landlord shall have failed to cure such default within thirty (30) days after\nsuch notice to Landlord (or if such default cannot be cured or corrected within\nthat time, then such additional time as may be necessary if Landlord has\ncommenced within such thirty (30) day period and is diligently pursuing the\nremedies or steps necessary to cure or correct such default), then Landlord's\nlender or the holder of any mortgage or deed of trust shall have an additional\nsixty (60) days within which to cure or correct such default (or if such default\ncannot be cured or corrected within that time, then such additional time as may\nbe necessary if such holder of any mortgage or deed of trust has commenced\nwithin such sixty (60) day period and is diligently pursuing the remedies or\nsteps necessary to obtain possession of the Project or cure or correct such\ndefault). Notwithstanding the foregoing, in no event shall Landlord's lender or\nany holder of any mortgage or deed of trust have any obligation to cure any\ndefault of the Landlord.\n\n\n                                       28\n\n\nARTICLE 26\nESTOPPEL CERTIFICATE\n\n            (a) Within ten (10) days following any written request which\nLandlord or Landlord's lender may make from time to time, Tenant shall duly\nexecute (and if required by Landlord or Landlord's lender, have such signature\nacknowledged) and deliver to Landlord and Landlord's lender, an estoppel\ncertificate in the form attached hereto as EXHIBIT C or such other form as\nLandlord, Landlord's lender or Buyer may reasonably require. Landlord and Tenant\nintend that any statement delivered pursuant to this Article 26 may be relied\nupon by any mortgagee, beneficiary, purchaser or prospective purchaser of the\nPremises or Project or any interest therein.\n\n            (b) Tenant's failure to deliver such statement within such time\nshall be an Event of Default hereunder and shall conclusive upon Tenant:\n\n            (i) That this Lease is in full force and effect, without\nmodification except as may be represented by Landlord,\n\n            (ii) That there are no uncured defaults in Landlord's performance,\n\n            (iii) That not more than one month's rental has been paid in\nadvance; and\n\n            (iv) That Tenant has no right of offset, counterclaim or deduction\nagainst Rent hereunder.\n\nARTICLE 27\nSIGNAGE\n\n      Landlord shall provide Tenant the opportunity to have Tenant's name on a\nsign on the building located at the Premises subject to Applicable Laws and\nregulations and to Landlord's reasonable approval (provided that Tenant shall\nhave no rights or defenses hereunder if Landlord is not able to obtain\napprovals). Tenant shall have the right to place identification signs within the\ninterior of the Premises subject to the conditions contained herein. Landlord\nshall use reasonable efforts to obtain the necessary consents to allow Tenant\nthe opportunity to have Tenant's name at Tenant's entrance to the Premises on a\nmonument sign and to allow Tenant the opportunity to have Tenant's name on an\nidentification sign located at or near the visitor parking and loading docks, in\neach case subject to the rights of other tenants and to Applicable Laws and\nregulations, and to Landlord's reasonable approval (and provided further that\nTenant shall have no rights or defenses hereunder if Landlord is not able to\nobtain approvals, and that Tenant shall be required to obtain approvals from\ngovernmental authorities, unless otherwise elected by Landlord). Tenant shall\nnot display or erect any Tenant identification sign, display or other\nadvertising material that is visible from the exterior of the Premises, unless\nprovided for in this Article 27. The size, design, color, location and other\nphysical aspects of any Tenant identification signs visible from the outside of\nthe Premises shall be subject to Landlord's written reasonable approval prior to\ninstallation. The cost of the installation of all signs, and their\n\n\n                                       29\n\n\nmaintenance and removal expense, shall be at Tenant's sole expense. If Tenant\nfails to maintain its sign or if Tenant fails to remove its sign upon\ntermination of this Lease, Landlord may do so at Tenant's expense and Tenant's\nreimbursement to Landlord for such amounts shall be deemed Additional Rent. All\nsigns (whether visible only from the interior of the Premises or outside of the\nPremises) shall comply with rules and regulations set forth by Landlord as may\nbe modified from time to time and all Applicable Laws.\n\nARTICLE 28\nRULES AND REGULATIONS\n\n      Landlord may from time to time promulgate reasonable and nondiscriminatory\nrules and regulations applicable to all occupants of the Project for the care\nand orderly management of the Project and the safety of its tenants and\ninvitees. Such rules and regulations shall be binding upon Tenant upon delivery\nof a copy thereof to Tenant, and Tenant agrees to abide by such rules and\nregulations. A material violation by Tenant of any such rules and regulations\nshall constitute a Default by Tenant under this Lease. If there is a conflict\nbetween the rules and regulations and any of the provisions of this Lease, the\nprovisions of this Lease shall prevail. Landlord shall not be responsible for\nthe violation by any other tenant of the Project of any such rules and\nregulations. Tenant shall, in support of its business operations, have access to\nand be permitted to install multiple consumer type, receive-only, analog and\ndigital television antennae (typical of the type used for entertainment\nprogramming from terrestrial and satellite broadcasts) on the roof of the\nPremises, subject to Landlord's consent, not to be unreasonably withheld, so\nlong as such antennae are not visible from the ground or other areas of the\nProject, or for so long as Tenant takes appropriate measures, at Tenant's sole\ncost and expense, to block visibility of the antennae, subject to Landlord's\nreasonable approval of the same.\n\nARTICLE 29\nCONFLICT OF LAWS\n\n      This Lease shall be governed by and construed pursuant to the laws of the\nState of California.\n\nARTICLE 30\nSUCCESSORS AND ASSIGNS\n\n      Except as otherwise provided in this Lease, all of the covenants,\nconditions and provisions of this Lease shall be binding upon and shall inure to\nthe benefit of the parties hereto and their respective heirs, personal\nrepresentatives, successors and assigns.\n\n\n                                       30\n\n\nARTICLE 31\nSURRENDER OF PREMISES\n\n      The voluntary or other surrender of this Lease by Tenant, or a mutual\ncancellation thereof, shall not work a merger, and shall, at the option of\nLandlord, operate as an assignment to it of any or all subleases and\nsubtenancies.\n\nARTICLE 32\nATTORNEYS' FEES\n\n      (a) If Landlord should bring suit for possession of the Premises, for the\nrecovery of any sum due under this Lease, or because of the breach of any\nprovisions of this Lease, or for any other relief against Tenant hereunder, or\nin the event of any other litigation between the parties with respect to this\nLease, then all costs and expenses, including reasonable attorneys' fees,\nincurred by the prevailing party therein shall be paid by the other party, which\nobligation on the part of the other party shall be deemed to have accrued on the\ndate of the commencement of such action and shall be enforceable whether or not\nthe action is prosecuted to judgment.\n\n      (b) If Landlord is named as a defendant in any suit brought against Tenant\nin connection with or arising out of Tenant's occupancy hereunder, Tenant shall:\n(1) if Landlord reasonably consents, defend Landlord in the action using the\nlegal counsel Tenant is using to defend itself; or (2) if Landlord does not\nreasonably consent, Tenant shall pay to Landlord Landlord's costs and expenses\nincurred in such suit, including reasonable attorneys' fees.\n\nARTICLE 33\nPERFORMANCE BY TENANT\n\n      All covenants and agreements to be performed by Tenant under any of the\nterms of this Lease shall be performed by Tenant at Tenant's sole cost and\nexpense and without any abatement of rent. If Tenant shall fail to pay any sum\nof money owed to any party other than Landlord, for which it is liable hereunder\nor if Tenant shall fail to perform any other act on its part to be performed\nhereunder and such failure shall continue for ten (10) days after written notice\nthereof by Landlord, Landlord may, without waiving or releasing Tenant from\nobligations of Tenant, but shall not be obligated to, make any such payment or\nperform any such other act to be made or performed by Tenant. All sums so paid\nby Landlord and all necessary incidental costs together with interest thereon at\na per annum rate equal to the Applicable Interest Rate, from the date of such\npayment by Landlord, shall be payable to Landlord on demand. Tenant covenants to\npay any such sums and Landlord shall have (in addition to any other right or\nremedy of Landlord) all rights and remedies in the event of the non-payment\nthereof by Tenant as are set forth in Article 23 hereof.\n\n\n                                       31\n\n\nARTICLE 34\nINTENTIONALLY OMITTED\n\nARTICLE 35\nDEFINITION OF LANDLORD\n\n      The term \"Landlord\", as used in this Lease, so far as covenants or\nobligations on the part of Landlord are concerned, shall be limited to mean and\ninclude only the owner or owners, at the time in question, of the fee title of\nthe Premises or the Tenants under any ground lease, if any. In the event of any\ntransfer, assignment or other conveyance or transfers of any such title,\nLandlord herein named (and in case of any subsequent transfers or conveyances,\nthe then grantor) shall be automatically freed and relieved from and after the\ndate of such transfer, assignment or conveyance of all liability as respects the\nperformance of any covenants or obligations on the part of Landlord contained in\nthis Lease thereafter to be performed. Without further agreement, the transferee\nof such title shall be deemed to have assumed and agreed to observe and perform\nany and all obligations of Landlord hereunder, during its ownership of the\nPremises. Landlord may transfer its interest in the Premises without the consent\nof Tenant and such transfer or subsequent transfer shall not be deemed a\nviolation on Landlord's part of any of the terms and conditions of this Lease.\n\nARTICLE 36\nWAIVER\n\n      The waiver by either party of any breach of any term, covenant or\ncondition herein contained shall not be deemed to be a waiver of any subsequent\nbreach of the same or any other term, covenant or condition herein contained,\nnor shall any custom or practice which may grow up between the parties in the\nadministration of the terms hereof be deemed a waiver of or in any way affect\nthe right of either party to insist upon the performance by the other party in\nstrict accordance with said terms. The subsequent acceptance of Rent hereunder\nby Landlord shall not be deemed to be a waiver of any preceding breach by Tenant\nor any term, covenant or condition of this Lease, other than the failure of\nTenant to pay the particular rent so accepted, regardless of Landlord's\nknowledge of such preceding breach at the time of acceptance of such rent.\n\nARTICLE 37\nINTENTIONALLY OMITTED\n\nARTICLE 38\nPARKING\n\n      Tenant is allocated and shall have the non-exclusive right to use Tenant's\nPercentage of the parking spaces available at the Project for its use, the\nlocation of which may be designated\n\n\n                                       32\n\n\nfrom time to time by Landlord (but in no event shall Tenant's allocation of\nnon-exclusive and exclusive parking spaces be less than 3.66 parking spaces per\n1,000 rentable square feet). Tenant shall not at any time use more parking\nspaces than the number so allocated based on Tenant's Percentage or park its\nvehicles or the vehicles of others in any portion of the Project not designated\nby Landlord as a non-exclusive parking area or in any adjacent property. Tenant\nshall have the right to designate the particular parking spaces referenced on\nEXHIBIT F as \"Macrovision\" spaces; provided, however, that such spaces shall not\nbe exclusive spaces. Tenant shall not have the exclusive right to use any\nspecific parking space. Landlord reserves the right, after having given Tenant\nreasonable notice, to have any vehicles owned by Tenant utilizing parking spaces\nin excess of the parking spaces allowed for Tenant's use to be towed away at\nTenant's cost. All trucks and delivery vehicles shall be (i) parked at locations\ndesignated by Landlord, (ii) loaded and unloaded in a manner which does not\ninterfere with the businesses of other occupants of the Project, and (iii)\npermitted to remain on the Project only so long as is reasonably necessary to\ncomplete loading and unloading. In the event Landlord elects or is required by\nany Applicable Laws to limit or control parking in the Project, whether by\nvalidation of parking tickets or any other method of assessment, Tenant agrees\nto participate in such validation or assessment program under such reasonable\nrules and regulations as are from time to time established by Landlord and\napplied fairly, equitably and on a non-discriminatory basis to all tenants in\nthe Project. Tenant shall not be obligated to pay for parking at the Project;\nunless and until any competent public authority requires either the Tenant to\npay, in which event Tenant shall be responsible to pay such amounts directly, or\nin the event any competent public authority requires Landlord to make such\npayment, in which event such payment shall be added to Operating Expenses.\n\nARTICLE 39\nTERMS AND HEADINGS\n\n      The words \"Landlord\" and \"Tenant\" as used herein shall include the plural\nas well as the singular. Words used in any gender include other genders. The\nsection headings of this Lease are not a part of this Lease and shall have no\neffect upon the construction or interpretation of any part hereof. Each party\nand its counsel have participated fully in the review and revision of this\nLease. Any rule of construction to the effect that ambiguities are to be\nresolved against the drafting party shall not apply in interpreting this Lease.\n\nARTICLE 40\nEXAMINATION OF LEASE\n\n      Submission of this instrument for examination or signature by Tenant does\nnot constitute a reservation of or option for lease, and it is not effective as\na lease or otherwise until execution by and delivery to both Landlord and\nTenant.\n\n\n                                       33\n\n\nARTICLE 41\nTIME\n\n      Time is of the essence with respect to the performance of every provision\nof this Lease in which time or performance is a factor.\n\nARTICLE 42\nPRIOR AGREEMENT: AMENDMENTS\n\n      This Lease contains all of the agreements of the parties hereto with\nrespect to any matter covered or mentioned in this Lease, and no prior agreement\nor understanding pertaining to any such matter shall be effective for any\npurpose. No provisions of this Lease may be amended or added to except by an\nagreement in writing signed by the parties hereto or their respective successors\nin interest.\n\nARTICLE 43\nSEPARABILITY\n\n      Any provision of this Lease which shall prove to be invalid, void or\nillegal in no way affects, impairs or invalidates any other provision hereof,\nany such other provisions shall remain in full force and effect.\n\nARTICLE 44\nRECORDING\n\n      Neither Landlord nor Tenant shall record this Lease nor a short form\nmemorandum thereof without the consent of the other.\n\nARTICLE 45\nCONSENTS\n\n      Whenever the consent of either party is required hereunder, unless\notherwise specified, such consent shall not be unreasonably withheld.\n\nARTICLE 46\nLIMITATION ON LIABILITY\n\n      In consideration of the benefits accruing hereunder, Tenant and all\nsuccessors and assigns covenant and agree that, in the event of any actual or\nalleged failure, breach or default hereunder by Landlord:\n\n      (a) The sole and exclusive remedy shall be against the Landlord's interest\nin the Project;\n\n\n                                       34\n\n\n      (b) No partner, member, shareholder, officer, agent or employee of\nLandlord shall be sued or named as a party in any suit or action (except as may\nbe necessary to secure jurisdiction of Landlord);\n\n      (c) No service or process shall be made against any partner, member,\nshareholder, officer, agent or employee of Landlord (except as may be necessary\nto secure jurisdiction of Landlord);\n\n      (d) No partner, member, shareholder, officer, agent or employee of\nLandlord shall be required to answer or otherwise plead to any service of\nprocess;\n\n      (e) No judgment will be taken against any partner, member, shareholder,\nofficer, agent or employee of Landlord;\n\n      (f) Any judgment taken against any partner, member, shareholder, officer,\nagent or employee of Landlord may be vacated and set aside at any time nunc pro\ntunc;\n\n      (g) No writ of execution will ever be levied against the assets of any\npartner, officer, agent or employee of Landlord;\n\n      (h) These covenants and agreements are enforceable both by Landlord and\nalso by any partner, officer, agent or employee of Landlord.\n\nARTICLE 47\nRIDERS\n\n      Clauses, plats and riders, if any, signed by Landlord and Tenant and\naffixed to this Lease are a part hereof.\n\nARTICLE 48\nEXHIBITS\n\n      All Exhibits attached hereto are incorporated into this Lease.\n\nARTICLE 49\nMODIFICATION FOR LENDER\n\n      If, in connection with obtaining construction, interim or permanent\nfinancing for the Project the lender shall request reasonable modifications in\nthis Lease as a condition to such financing, Tenant will not unreasonably\nwithhold, delay or defer its consent thereto, provided that such modifications\ndo not increase the obligations of Tenant hereunder or materially adversely\naffect the leasehold interest hereby created or Tenant's rights hereunder.\n\n\n                                       35\n\n\nARTICLE 50\nCHILDCARE FACILITY\n\n      During the Lease Term, Tenant shall have the right to investigate the\npossibility of establishing a childcare facility in conjunction with the\nbuilding located on the Premises primarily for the use of Tenant's employees\n(\"Childcare Facility\"). If Tenant, in good faith and after reasonable\ninvestigation, determines that it is possible to establish a Childcare Facility,\nLandlord and Tenant shall use good faith efforts to attempt to agree upon the\nterms and conditions by which the Tenant shall be permitted to establish the\nChildcare Facility, and, if such an agreement is reached, Landlord and Tenant\nshall, without limitation, execute and deliver such documents in form and\nsubstance reasonably acceptable to each party, which may be necessary to\naccomplish the foregoing. Notwithstanding the foregoing, Landlord shall not\nunreasonably withhold its consent to the establishment of the Childcare\nFacility, subject to the terms and conditions set forth herein and such other\nreasonable terms and conditions as Landlord may impose, provided that the\nChildcare Facility shall be of a reasonable size, but in no event shall it be\nlarger than 5,000 square feet. Tenant agrees that Landlord may include the\nfollowing factors, without in any way limiting the discretion that Landlord may\napply, and without serving as an exhaustive list, as reasonable grounds for\nLandlord to withhold consent to the establishment of a Childcare Facility: (1)\nthe establishment of the Childcare Facility would not comply with all applicable\nlaws; (2) the establishment of the Childcare facility would adversely affect the\nProject or the ability of any tenant in the Project to conduct business therein;\nor (3) the establishment of the Childcare Facility would increase Landlord's\ninsurance rates (unless Tenant compensates Landlord, in advance, for such\nincrease in insurance rates). The agreement contemplated herein would\nspecifically provide that any such action taken by Tenant pursuant to this\nArticle 50 shall be at Tenant's sole cost and expense; that the Landlord shall\nbe indemnified from any and all liabilities arising from Tenant's actions under\nthis Article 50; the total square footage Tenant intends to dedicate to the\nChildcare Facility; and that the Tenant represents and warrants that the\nChildcare Facility complies with all applicable laws. Notwithstanding any\nprovision of this Article 50, if Landlord reasonably elects not to approve the\nChildcare Facility despite using good faith efforts to evaluate same, Tenant\nshall not have any rights against the Landlord as a result of such failure to\nagree.\n\nARTICLE 51\nHAZARDOUS MATERIALS\n\n      Tenant shall not cause nor permit, nor allow any Tenant Party to cause or\npermit, any Hazardous Materials to be brought upon, stored, manufactured,\ngenerated, blended, handled, recycled, treated, disposed or used on, under or\nabout the Premises, the Common Area or the Project, except for routine office\nand janitorial supplies in usual and customary quantities stored, used and\ndisposed of in accordance with all applicable Environmental Laws. Tenant and\nTenant's Parties shall comply with all Environmental Laws and promptly notify\nLandlord in writing of the violation of any Environmental Law or presence of any\nHazardous Materials, other than office and janitorial supplies as permitted\nabove, on the Premises. Landlord shall have the right to enter upon and inspect\nthe Premises and to conduct tests, monitoring and investigations.\n\n\n                                       36\n\n\nIf such tests indicate the presence of any environmental condition caused or\nexacerbated by Tenant or any Tenant Party or arising during Tenant's or any\nTenant Party's occupancy (other than those caused by Landlord), Tenant shall\nreimburse Landlord for the cost of conducting such tests. The phrase\n\"environmental condition\" shall mean any adverse condition relating to any\nHazardous Materials or the environment, including surface water, groundwater,\ndrinking water supply, land, surface or subsurface strata or the ambient air and\nincludes air, land and water pollutants, noise, vibration, light and odors. In\nthe event of any such environmental condition, Tenant shall promptly take any\nand all steps necessary to rectify the same to the satisfaction of the\napplicable agencies and Landlord, or shall, at Landlord's election, reimburse\nLandlord, upon demand, for the cost to Landlord of performing rectifying work.\nThe reimbursement shall be paid to Landlord in advance of Landlord's performing\nsuch work, based upon Landlord's reasonable estimate of the cost thereof; and\nupon completion of such work by Landlord, Tenant shall pay to Landlord any\nshortfall within thirty (30) days after Landlord bills Tenant therefore or\nLandlord shall within thirty (30) days refund to Tenant any excess deposit, as\nthe case may be. Tenant shall indemnify, protect, defend (by counsel acceptable\nto Landlord) and hold harmless Landlord and Landlord's affiliated entities, and\neach of their respective members, managers, partners, directors, officers,\nemployees, shareholders, lenders, agents, contractors, along with the successors\nand assigns of the foregoing, (individually and collectively, \"Indemnitees\")\nfrom and against any and all claims, judgments, causes of action, damages,\npenalties, fines, taxes, costs, liabilities, losses and expenses arising at any\ntime during or after the Term as a result (directly or indirectly) of or in\nconnection with (a) Tenant and\/or any Tenant Party's breach of this Article 51\nor (b) the presence of Hazardous Materials on, under or about the Premises or\nother property as a result (directly or indirectly) of Tenant's and\/or any\nTenant Party's activities, or failure to comply with its obligations hereunder,\nin connection with the Premises. This indemnity shall include, without\nlimitation, the cost of any required or necessary repair, cleanup or\ndetoxification, and the preparation and implementation of any closure,\nmonitoring or other required plans, whether such action is required or necessary\nprior to or following the termination of this Lease. Neither the written consent\nby Landlord to the presence of Hazardous Materials on, under or about the\nPremises, nor the strict compliance by Tenant with all Environmental Laws, shall\nexcuse Tenant from Tenant's obligation of indemnification pursuant hereto.\nTenant's obligations pursuant to the foregoing indemnity shall survive the\nexpiration or termination of this Lease. In no event shall Tenant be liable for\nany damages resulting from a pre-existing hazardous condition (whether or not\nuncovered by Tenant's due diligence inspections) or a hazardous condition caused\nby a third party (other than a Tenant's Party), unless the same are exacerbated\nby Tenant's negligence or willful misconduct.\n\n                                   ARTICLE 52\n\n                                 OPTION TO RENEW\n\n            Provided that no uncured Event of Default has occurred or is\noccurring under this Lease, Tenant shall have the option to extend the Term of\nthis Lease for one (1) five (5) year period (\"Extension Term\"), subject to the\nterms of this Article 52. In the event Tenant elects to exercise its option to\nextend as provided hereunder, Tenant shall provide Landlord written notice of\nits election, no earlier than twelve (12) months and no later than nine (9)\nmonths prior to the then-existing expiration date. Except for Base Rent, the\nterms and conditions of this Lease\n\n\n                                       37\n\n\nduring the Extension Term shall be identical to the terms and conditions of this\nLease. Base Rent for the Extension Period shall be adjusted to the fair market\nrental value (\"FMV\") for comparable properties in the Santa Clara area, as\ndetermined by Landlord in its reasonable discretion. Tenant may object to\nLandlord's determination of FMV pursuant to this Article 52 only by providing\nwritten notice of such objection to Landlord within ten (10) days of Tenant's\nreceipt of notice of Landlord's determination of FMV. If Tenant fails to object\nto Landlord's determination of FMV within such five (5) day period, Landlord's\ndetermination of FMV shall be conclusive and binding and Tenant shall have\nwaived any right to object to same. In the event that Tenant objects to\nLandlord's determination of FMV, the FMV pursuant to this Article 52 shall be\ndetermined by arbitration before a panel of three (3) arbitrators in Santa Clara\nCounty, California, in accordance with the then existing Rules for Commercial\nArbitration of the American Arbitration Association, or its successor. The\narbitrators shall be commercial real estate brokers with at least ten (10) years\nexperience in the commercial real estate market. The Landlord and Tenant shall\neach select one broker. The two brokers selected by Landlord and Tenant shall\nagree upon a third broker. Judgment by the panel shall be final and binding on\nthe parties. If the actual FMV of the Premises as determined by the panel is\ngreater than Landlord's determination or differs from Landlord's determination\nof FMV by less than five percent (5%), the costs of arbitration pursuant to this\nArticle shall be paid by Tenant. If the actual FMV of the Premises as determined\nby the panel differs from Landlord's determination of FMV by greater than five\n(5%), the costs of arbitration shall be paid by Landlord. Notwithstanding the\nforegoing, in no event shall the Base Rent during the Extension Term be less\nthan the Base Rent during the Lease Term. Landlord and Tenant intend this\narbitration procedure to be a valid, enforceable and irrevocable agreement.\n\n                                   ARTICLE 53\n\n                          TENANT IMPROVEMENT ALLOWANCE\n\n      Tenant shall be entitled to a one-time Tenant allowance in the amount of\n$1,041,420.00 (\"Tenant Improvement Allowance\"), for the costs relating to the\nTenant's improvements which are permanently affixed to the Premises (the \"Tenant\nImprovements\"), subject to the terms and conditions set forth in this Lease and\nin the Work Letter.\n\n                                   ARTICLE 54\n\n                           RIGHT OF FIRST NEGOTIATION\n\n      Provided that no uncured Event of Default has occurred or is occurring\nunder this Lease, Tenant shall have a two time first right of negotiation on\noffice space located at 2770 De La Cruz Boulevard (\"2770 Space\") and a two time\nright of first negotiation on office space located at 2800 De La Cruz Boulevard\n(\"2800 Space\"). Landlord shall provide Tenant with written notice (the \"ROFN\nNotice\") when: (a) in the case of the 2770 Space, the first two (2) times the\n2770 Space becomes available for lease (and in any event not later than May 31,\n2002 unless the same has not become available for lease by such time); and (b)\nin the case of the 2800 Space, the first\n\n\n                                       38\n\n\ntwo (2) times the 2800 Space becomes available for lease (in any event not later\nthan January 1, 2004 unless the same has not become available for lease by such\ntime), as applicable. In no event shall Landlord offer the 2770 Space or the\n2800 Space to any other party prior to providing Tenant with the one time right\nof negotiation provided for under this Article 54. If Tenant is interested in\nleasing the 2770 Space or 2800 Space, it shall provide Landlord with written\nnotice of the same within ten (10) days of the applicable ROFN Notice (the\n\"Acceptance Notice\"), and Landlord and Tenant shall commence negotiations in\ngood faith regarding the applicable space within five (5) days after the\nAcceptance Notice and, if they are able to reach an agreement with respect to\nthe leasing thereof, shall enter into such agreement; provided, however that (a)\nuntil a written lease or lease amendment agreement between the parties has been\nentered into and delivered by Landlord and Tenant, Landlord shall have no other\nobligation to Tenant with respect to either the 2770 Space or 2800 Space, and\n(b) if Tenant does not deliver the Acceptance Notice as and when described\nabove, or if Landlord and Tenant do not commence negotiations as described in\nthis Article 54, or if they fail to reach an agreement within fifteen (15) days\nafter the giving of the applicable ROFN Notice, Tenant shall have waived its\nrights hereunder and Landlord shall be free to negotiate with other parties, on\nany terms. In the event Landlord sells or ground leases the property in which\nthe 2770 Space is located and the purchaser or ground lessee of such building\nagrees to honor Landlord's obligations under this Article 54 insofar as they\napply to the 2770 Space (the \"2770 Obligations\"), Landlord shall be released\nfrom any and all 2770 Obligations, and this Lease shall automatically be deemed\namended to remove the 2770 Obligations. In the event Landlord sells or ground\nleases the property in which the 2800 Space is located and the purchaser or\nground lessee of such building agrees to honor Landlord's obligations under this\nArticle 54 insofar as they apply to the 2800 Space (the \"2800 Obligations\"),\nLandlord shall be released from any and all 2800 Obligations, and this Lease\nshall automatically be deemed amended to remove the 2800 Obligations. Except as\notherwise provided in the immediately preceding sentence, Landlord shall not be\nrelieved of its obligation to negotiate the availability of the 2770 Space and\nthe 2800 Space with Tenant in accordance with the terms of this Article, and in\nthe event of a sale or ground lease of either of such properties, Landlord will\nrequire that the purchaser or ground lessee of the applicable property assume\nthe expansion obligations contained in this Article which are applicable to such\nproperty, such rights being of fundamental importance to Tenant and forming a\nsignificant portion of the inducement for Tenant to enter into this Lease.\n\n                            [SIGNATURE PAGE FOLLOWS]\n\n\n                                       39\n\n\n      IN WITNESS WHEREOF, the parties have executed this Lease as of the date\nfirst above written.\n\nLANDLORD:\n\nWB AIRPORT TECHNOLOGY, L.L.C., a Delaware        ADDRESS\nlimited liability company                        \n                                                 c\/o Legacy Partners            \nBy:______________________________________        Commercial, Inc.               \n                                                 100 California Street          \nName:____________________________________        San Francisco, California 94111\n                                                 \nIts:_____________________________________\n\n\n\nTENANT:\n\nMACROVISION CORPORATION, a Delaware              ADDRESS                    \ncorporation                                                                 \n                                                 1341 Orleans Drive         \nBy:______________________________________        Sunnyvale, California 94089\n                                                 \nName:____________________________________\n\nIts:_____________________________________\n\n\n                                       40\n\n\n                                    EXHIBIT A\n\n                                  THE PREMISES\n\n                                  SEE ATTACHED\n\n\n                                    Exhibit A\n\n\n                                    EXHIBIT B\n\n                                   THE PROJECT\n\n                                  SEE ATTACHED\n\n\n                                    Exhibit B\n\n\n                                    EXHIBIT C\n\n                          FORM OF ESTOPPEL CERTIFICATE\n\n                              TENANT ESTOPPEL FORM\n                            Date: [_________________]\n\nTenant:\n\nLender:\nSunAmerica Life Insurance Company\n1 SunAmerica Center, Century City\nLos Angeles, CA 90067-6022\n\nAttention:  Director-Mortgage Lending and Real Estate\n\n            Re:   Lease of space at [_________________], by and between\n                  [_________________], as tenant (\"Tenant\") and\n                  [_________________], as landlord (\"Landlord\").\n\nGentlemen:\n\n      Tenant understands that SunAmerica Life Insurance Company, an Arizona\ncorporation, First SunAmerica Life Insurance Company, a New York corporation,\nCalAmerica Life Insurance Company, a California corporation, Anchor National\nLife Insurance Company, an Arizona corporation, American International Life\nAssurance Company of New York or AIG Life Insurance Company (\"Lender\"), may be\nmaking a loan, the repayment of which would be secured by a deed of trust or\nmortgage (the \"Mortgage\") on the above-referenced building and land legally\ndescribed as set forth on Exhibit A attached hereto (the \"Building\") and an\nassignment of the above-referenced lease (the \"Lease\"), and that Lender will be\nrelying upon this letter in connection with such loan.\n\n      Therefore, with respect to the Lease, Tenant hereby certifies to and\nagrees with Landlord and Lender as follows:\n\n                  1. A complete, true and accurate copy of the Lease and all\n            amendments or modifications has been attached hereto by Tenant as\n            Exhibit A and consists of the following;\n\n                  2. The Lease is in good standing and in full force and effect\n            and has not been modified or amended, except as follows:\n\n                  3. Tenant has accepted the premises demised under the Lease\n            (\"Premises\"), and Landlord has completed all construction and\n            improvements required under the terms of the Lease to be completed\n            by Landlord, except as follows:\n\n            ____________________________________________________________\n\n                  4. The Premises is comprised of [_________________] square\n            feet of office space located on the [_________________].\n\n\n                                    Exhibit C\n\n\n                  5. The term of the Lease commenced on [_________________] and\n            will terminate on [_________________].\n\n                  6. Tenant has paid Landlord a security deposit under the Lease\n            in the amount of $[_________________].\n\n                  7. Current base monthly rental under the Lease is\n            $[_________________] which has been paid through and including\n            [_________________].\n\n                  8. There are no defaults of Landlord under the Lease nor any\n            existing conditions which upon the giving of notice or lapse of time\n            or both would constitute a default under the Lease except as\n            follows:\n\n                  9. Tenant has not received any rental concession which is\n            presently in effect or will in the future be in effect in connection\n            with renting the Premises and there are no offsets or credits\n            against the payment of rent due under the Lease, except as follows:\n\n                  10. Tenant has no options to extend the term of the Lease\n            except as follows:\n\n                  11. Tenant has no options or rights of first refusal with\n            respect to renting additional space or acquiring any additional\n            interest in the Building except as follows:\n\n                  12. Tenant has no notice of any prior assignment,\n            hypothecation or pledge of the Lease or the rents due thereunder.\n\n                  13. From the date hereof until the Mortgage is reconveyed or\n            released, Tenant will not consent to or enter into any modification\n            or termination of the Lease without the prior written consent of\n            Lender, such consent to be deemed to have been given within thirty\n            (30) days if no objection thereto is made.\n\n                  14. From the date hereof until the Mortgage is reconveyed or\n            released, in the event of a default by Landlord under the Lease,\n            Tenant shall give prompt written notice to Lender to the address set\n            forth above and a reasonable time (which in no event shall be less\n            than thirty (30) days or any longer period set forth in the Lease)\n            to cure or commence to cure such default.\n\n                                        TENANT:\n\n\nDated: _____________________________    By: ____________________________________\n                                        Name: __________________________________\n                                        Title: _________________________________\n\n\n                                       2\n\n\nState of California               )\n                                  )\nCounty of _______________         )\n\n            On _______________, before me, ________________________, a Notary\nPublic, personally appeared ___________________________________________________,\npersonally known to me (or proved to me on the basis of satisfactory evidence)\nto be the person(s) whose name(s) is\/are subscribed to the within instrument and\nacknowledged to me that he\/she\/they executed the same in his\/her\/their\nauthorized capacity(ies), and that by his\/her\/their signature(s) on the\ninstrument the person(s), or the entity upon behalf of which the person(s)\nacted, executed the instrument.\n\nWITNESS my hand and official seal.\n\n\nSignature ____________________________________\n\n\n                                       3\n\n\n                                    EXHIBIT A\n\n                                 SEE ATTACHMENT\n\n\n                                       4\n\n\n                                    EXHIBIT D\n\n                              WORK LETTER AGREEMENT\n\n      This WORK LETTER AGREEMENT (\"Work Letter\") is attached to and incorporated\nby reference in the Lease, executed concurrently, dated August 2, 2001, by and\nbetween WB AIRPORT TECHNOLOGY, L.L.C., a Delaware limited liability company\n(\"Landlord\") and MACROVISION CORPORATION, a Delaware corporation (\"Tenant\"):\n\n      1. Except as otherwise defined in this Work Letter, all terms used in this\nWork Letter shall have the same meaning as the terms defined in the Lease. All\nof the provisions of the Lease are incorporated in this Work Letter by\nreference.\n\n      2. Landlord shall be responsible for constructing, and hereby agrees to\nuse diligent efforts to construct in a good and workmanlike manner, all the\nTenant Improvements (as hereinafter defined). The actual work of construction of\nthe Tenant Improvements shall be performed pursuant to the terms of this Work\nLetter by a contractor selected in the method provided herein. Landlord and\nTenant have agreed on a list of three (3) contractors as set forth on Schedule 1\nattached hereto. From such list, Tenant, in its sole and absolute discretion,\nshall select one contractor within fifteen (15) business days from delivery of\nthe Plans (as defined below) to the Tenant (as set forth in Section 4 below) and\nshall so notify Landlord in writing of its selection or the parties may\nreasonably agree on another person or entity to be the contractor (in either\ncase, the \"Contractor\"), which Contractor shall construct each and all of the\nTenant Improvements (the \"Tenant Improvements\") to the Premises in accordance\nwith the Final Plans (as hereinafter defined). Landlord shall provide a tenant\nimprovement allowance (the \"Tenant Improvement Allowance\") of $1,041,420.00 to\nconstruct the Tenant Improvements. Landlord shall apply the Tenant Improvement\nAllowance to the construction of the Tenant Improvements; but in no event shall\nLandlord be required to apply the total amount of such Tenant Improvement\nAllowance in the event Landlord is able to complete the Tenant Improvements for\nless then the Tenant Improvement Allowance. Additionally, in the event the cost\nof the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant\nshall pay the excess costs to Landlord within five (5) days of Landlord\npresenting Tenant with invoices from Contractor for Tenant Improvement work\n(regardless of whether or not such work has been completed) above and beyond the\nTenant Improvement Allowance. Landlord shall provide such invoices for such\nexcess cost as Landlord receives the same from Contractors.\n\n      3. Tenant shall designate to Landlord in writing the name of one\nindividual representative (\"Tenant's Representative\") who, subject to the\nreasonable need for substitution, will work with Landlord's representative\n(\"Landlord's Representative\") throughout the period of design, engineering and\nconstruction of all Tenant Improvements to the Premises.\n\n      4. Landlord and Tenant agree to adhere to the following schedule: (a)\nTenant shall deliver to Landlord its requirements for Landlord to develop a\npreliminary space plan (\"Tenant's Requirements\") within ten (10) business days\nafter the full execution of this Lease by Landlord and Tenant; (b) Landlord\nshall deliver to Tenant a preliminary space plan (the \"Preliminary Space\n\n\n                                    Exhibit D\n                                        1\n\n\nPlan\") within five (5) business days following Landlord's receipt of Tenant's\nRequirements; (c) Tenant shall deliver to Landlord its comments on the\nPreliminary Space Plan, together with any additional requirements necessary to\ndevelop working drawings, within five (5) business days following Tenant's\nreceipt of the Preliminary Space Plan; (d) Landlord shall deliver a preliminary\nset of working drawings (the \"Working Drawings\") to Tenant within ten (10)\nbusiness days following Landlord's receipt of Tenant's comments to the\nPreliminary Space Plan; and (e) Tenant shall deliver to Landlord its comments to\nthe Working Drawings within ten (10) business days of Tenant's receipt thereof.\nThereafter, Landlord shall cause its architect to incorporate Tenant's comments\non the Working Drawings into the final plans (the \"Final Plans\"), which shall\npromptly be delivered to Tenant. Tenant shall approve such Final Plans (or\ndisapprove such Final Plans, which disapproval shall be solely on the basis that\nthe Final Plans fail to incorporate Tenant's material and reasonable comments on\nthe Working Drawings). The Final Plans, as approved by Tenant in accordance with\nthe previous sentence, shall hereafter be referred to as the \"Plans\". Landlord\nand Tenant agree to cooperate with each other in good faith to allow the\narchitect to prepare the Plans in an expeditious manner.\n\n      5. Tenant's Representative shall respond promptly (and in any case within\nfive (5) business days) to any request by Landlord's Representative for approval\nof revisions to the Plans and working drawings related thereto, in order to\nallow Landlord to commence construction and thereafter complete the Tenant\nImprovements expeditiously. The Plans, together with the approved working\ndrawings related thereto, shall collectively be referred to as the \"Construction\nDocuments.\"\n\n      6 The term \"Delays Caused By Tenant\" shall mean any delay that the\nLandlord may encounter in the performance of Landlord's obligations under the\nLease because of any act or omission of any nature by Tenant or its agents,\nincluding delays resulting from changes in or additions to the Construction\nDocuments requested by Tenant or of the Tenant Improvements requested by Tenant,\nincluding delays by Tenant in the submission of information requested by\nLandlord or giving authorizations or approvals requested by Landlord, delays due\nto the postponement of any Tenant Improvements at the request of Tenant, or\ndelays due to the failure of the Landlord to approve, for reasonable reasons,\nany information provided by Tenant which is incomplete, or delays caused by the\nconcurrent installation of Tenant's fixtures, or delays caused in any other way\nby Tenant, or delays due to the failure of Tenant to pay when due, the amounts\nrequired by Tenant pursuant to this Work Letter. Tenant shall pay all\nincremental construction and related costs and expenses incurred by Landlord\nwhich result from Delays Caused By Tenant, including without limitation\nincreases in the cost of labor or materials. Landlord shall inform Tenant of any\ndelays which Landlord reasonably expects will occur as a result of changes in or\nadditions to the Construction Documents or of the Tenant Improvements requested\nby Tenant.\n\n      7. Landlord shall be responsible for insuring that the contractor performs\nall work required to complete and install all of the Tenant Improvements,\npromptly and diligently and in a good and workmanlike manner.\n\n      8. If Tenant requests any change, addition or alteration (collectively\n\"Change Orders\") to the Construction Documents previously approved by Tenant,\nLandlord shall give Tenant a written estimate of the maximum cost to prepare\nrevised Construction Documents in accordance\n\n\n                                       2\n\n\nwith such Change Orders. If Tenant approves such estimate in writing, Landlord\nshall have revised Construction Documents prepared, and the cost of preparing\nthe revised Construction Documents shall be paid by Tenant within ten (10)\nbusiness days of Tenant's receipt of an invoice therefor. Within ten (10)\nbusiness days of the completion of such revised Construction Documents,\nLandlord, or when appropriate, the Contractor, shall notify Tenant of the\nadditional cost which will be chargeable to Tenant by reason of the work\nspecified by such Change Orders. Tenant shall, within five (5) business days\nafter receipt of said notice, notify Landlord and the Contractor regarding\nwhether Tenant desires to proceed with the work specified by such Change Orders.\nIf Tenant approves the cost of the work specified by the Change Orders, such\nwork shall be done by Contractor and the net additional cost of such additional\nwork shall, assuming the total cost of work exceeds the Tenant Improvement\nAllowance, be paid by Tenant within ten (10) business days of Tenant's receipt\nof an invoice therefor. If Tenant does not deliver to Landlord such notice\nwithin the five (5) business day period, the work described in the Change Orders\nwill not be performed. For purposes of this Exhibit D, Tenant shall be\nresponsible for the net additional costs of constructing the Tenant Improvements\nresulting from Change Orders, and in determining the net additional costs of\nsuch Change Orders, any cost savings from such Change Orders shall be applied to\noffset cost increases from Change Orders.\n\n      9. Landlord shall assign to Tenant all of Landlord's rights in and to all\ntransferable warranties related to the Tenant Improvements.\n\n      10. The Premises shall be deemed to be \"Substantially Complete\" (subject\nto the completion of so-called \"punch list items\") on the earliest of the date\non which: (1) Tenant first occupies all or any portion of the Premises (provided\nthat Tenant's use of its own personnel or sub-contractors to set up equipment\nshall not constitute occupation) or (2) the Tenant Improvements pursuant to this\nWork Letter are complete and a certificate of occupancy (or a reasonably\nsubstantial equivalent such as a signoff from a building inspector or a\ntemporary certificate of occupancy) is issued for the Premises. If the date of\nSubstantial Completion was delayed by Delays Caused by Tenant, then the date of\nSubstantial Completion for purposes of determining the Commencement Date of this\nLease shall be the date on which Substantial Completion would have been achieved\nbut for such Delays Caused by Tenant. Within thirty (30) days following the date\nthat the Premises are Substantially Complete, Tenant shall cause an authorized\nrepresentative of Tenant to inspect the Premises with an authorized\nrepresentative of Landlord to prepare a punch list of unfinished items. The\nauthorized representatives for Landlord and for Tenant shall execute said punch\nlist to indicate their approval thereof. The items listed on such punch list\nshall be completed by the Contractor within thirty (30) days after the approval\nof such punch list or as soon thereafter as reasonably practicable. Nothing in\nthis Work Letter requires the Tenant to commence paying Rent or related\noccupancy expenses prior to January 1, 2002 unless Tenant opts to occupy the\nPremises or open for business in the Premises before such date.\n\n\n                                       3\n\n\n                             SCHEDULE 1 TO EXHIBIT D\n\n                               LIST OF CONTRACTORS\n\n1.    Rossi Builders - Craig Rossi (415) 982-6292\n\n2.    All Bay Contractors - George Chapa (650) 298-0577\n\n3.    Technical Builders - John McKay (408) 554-1011\n\n\n                                       4\n\n\n                                    EXHIBIT E\n\n                          COMMENCEMENT DATE MEMORANDUM\n\n      With respect to that certain lease (\"Lease\") dated _____________, 2001\nbetween __________________________ a ______________________ (\"Tenant\"), and\n_________________________________, a Delaware limited liability company\n(\"Landlord\"), whereby Landlord leased to Tenant and Tenant leased from Landlord\napproximately _______ rentable square feet (the \"Premises\") located at 2830 De\nLa Cruz Boulevard, Santa Clara, California and part of a 5 building complex (the\n\"Project\"), Tenant hereby acknowledges and certifies to Landlord as follows:\n\n      (1) The Lease commenced on ________________________ (\"Commencement Date\");\n\n      (2) Tenant has accepted and is currently in possession of the Premises and\nthe Premises are acceptable for Tenant's use.\n\n      IN WITNESS WHEREOF, this Commencement Date Memorandum is executed this day\nof ________________.\n\n\n                                        \"Tenant\"\n\n                                        ________________________________________\n                                        ________________________________________\n\n\n                                        By:  ___________________________________\n                                        Its:  __________________________________\n\n\n\n                                    EXHIBIT F\n\n                                 PARKING DIAGRAM\n\n                                  SEE ATTACHED\n\n\n                                        2\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9583,9579],"class_list":["post-41811","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41811","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41811"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41811"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41811"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41811"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}